Common use of of the Base Indenture Clause in Contracts

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £200,000 and increments of £1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Tel: 00000 000000] Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024 supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Eleventh Supplemental Indenture (Barclays PLC)

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of the Base Indenture. Subject to applicable lawIn the event of redemption of this Security in part only, no a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by hereof upon the cancellation hereof. Unless the Company arising underdefaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Securities called for redemption. Holders will have the right to require the Company to repurchase their Securities upon the occurrence of a Change of Control Repurchase Event as set forth in the Indenture. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in connection witheach case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of this series shall occur and be continuing (other than Events of Default under Section 5.01(v) or Section 5.01(vi) of the Indenture), the principal of the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein), this series may be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts declared due and payable to any Holder in the manner and with the effect provided in the Indenture. If an Event of Default under Section 5.01(v) or Section 5.01(vi) of the Indenture occurs the entire principal amount of the Securities of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, series will automatically become due and immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and nettingpayable. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a specified majority in principal amount of the Securities then at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities of each series then at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any the right to institute any proceeding, judicial or otherwise, proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in indemnity and/or security. The foregoing shall not apply to any suit instituted by the case Holder of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) this Security for the winding-up enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, such proceeding which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the name and on behalf of the Trustee to the same extent (but no further coin or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Securitycurrency, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Securityherein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security is are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon , and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other The Securities of this series and of like tenor, are issuable only in registered form without coupons in initial minimum denominations of £200,000 $2,000 and increments any integral multiples of £$1,000 thereafterin excess thereof. The denominations cannot be changed without As provided in the consent Indenture and subject to certain limitations therein set forth, Securities of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the series are exchangeable for a like aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of Securities of this Security shall equal zeroseries and of like tenor of a different authorized denomination, but as requested by the Tradable Amount of Holder surrendering the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversionsame. No service charge shall be made for any such registration of transfer or exchange, but the Company Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee Trustee, or the Security Registrar and any agent of the Company Company, the Trustee, or the Trustee may Security Registrar shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither none of the Company, the Trustee nor Trustee, the Security Registrar, or any such agent thereof shall be affected by notice to the contrary. This All terms used in this Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed defined in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Tel: 00000 000000] Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024 supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein Indenture shall have the respective meanings ascribed assigned to such terms them in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (To the “Clearing Systems”)extent any provision of this Security conflicts with the express provisions of the Indenture, the Holders and Beneficial Owners provisions of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%Indenture shall govern and be controlling.

Appears in 1 contract

Samples: Supplemental Indenture (Capital Southwest Corp)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, compensation or retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and nettingcompensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such XxxxxxHolder’s consent, to sue xxx for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Convertible Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Convertible Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £$200,000 and increments of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEARDTC, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact InformationThe Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 0099 Attn: Mandatory Reorganization Department Fax: +0 (000) 000 0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown PooleMellon Xxxxx Xxxxx Xxxxxxx Xxxxx, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 101 Xxxxxxx Street Floor 7-E Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.500$1,500,000,000 6.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E BN4, ISIN: XS2813323503US06738EBN40) – Notice to Clearstream, Luxembourg and EuroclearDTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500$1,500,000,000 6.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E BN4, ISIN: XS2813323503US06738EBN40) issued on May 15August 12, 2024 2020 (the “Securities”) pursuant to the Contingent Capital Convertible Securities Indenture, dated August 14, 2018, as amended between the Company and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Fourth Supplemental Indenture, dated May 15August 12, 20242020, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8August 5, 2024 2020 supplementing the prospectus dated March 1April 6, 20242018. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear The Depository Trust Company (the Clearing SystemsDTC”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Barclays PLC)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £$ 200,000 and increments of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEARDTC, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact InformationThe Depository Trust Company 00 Xxxxx Xxxxxx, 25th Floor New York, NY 10041 0099 Attn: Mandatory Reorganization Department Fax: +0 (000) 000 0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx] Cc: [The Bank of New York Mellon, London Branch, as Trustee Mellon The Bank of New York Mellon Merck House, House 000 Xxxxxxx Xxxxxx Seldown Floor 7-E Poole, Dorset BH15 1PX New York, New York 10286 United Kingdom United States of America Attn: International Corporate Trust Services Attn: International Corporate Trust Email: xxxxxxx0@xxxxxxxxx.xxx Fax: +0 (000) 000-0000] Fax: 00000 000000 Tel: 00000 000000] 000000 Re: Barclays PLC £1,250,000,000 8.500$1,750,000,000 9.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E CN3, ISIN: XS2813323503US06738ECN31) – Notice to Clearstream, Luxembourg and EuroclearDTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500$1,750,000,000 9.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E CN3, ISIN: XS2813323503US06738ECN31) issued on May 15November 22, 2024 2023 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Ninth Supplemental Indenture, dated May 15November 22, 20242023, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8November 15, 2024 2023 supplementing the prospectus dated March 1, 20242021. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Indenture (Barclays PLC)

of the Base Indenture. Subject If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes, wherever situated. In the event there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under Title 11 of the United States Code, or any other applicable law, no Holder or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of Securities may exercisethe Company or such other obligor, the property of the Company or such other obligor, or in the event of any other judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes 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 pursuant to the provisions of this Section 6.05, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or plead any right claims for the whole amount of set-offprincipal and accrued and unpaid interest, compensationif any, counterclaim, retention or netting in respect of the Notes, and, in case of any amount owed judicial proceedings, to file such proofs of claim and other papers or documents and to take such other actions as it by may deem necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses and disbursements of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceedings relative to the Company arising underor any other obligor on the Notes, its or their creditors, or in connection withits or their property, and to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the Securities and each Holder same after the deduction of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount Trustee under Section 7.06 of the Base Indenture; and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby authorized by each of the Holders to make such discharge payments to the Company (orTrustee, as administrative expenses, and, in the event that the Trustee shall consent to the making of its winding-up or administrationsuch payments directly to the Holders, to pay to the liquidator or administrator Trustee any amount due it for reasonable compensation, expenses and disbursements, including agents and counsel fees, and including any other amounts due to the Trustee under Section 7.06 of the CompanyBase Indenture, as incurred by it up to the case may be) anddate of such distribution. To the extent that such payment of reasonable compensation, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator expenses and disbursements out of the Companyestate in any such proceedings shall be denied for any reason, as payment of the case may be) andsame shall be secured by a lien on, accordinglyand shall be paid out of, any and all distributions, dividends, monies, securities and other property that the Holders of the Notes may be entitled to receive in such discharge proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed not to have taken place. By its acquisition authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the Securitiesclaim of any Holder in any such proceeding. All rights of action and of asserting claims under the Indenture, each Holder or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof at any trial or other proceeding relative thereto, and Beneficial Owner agrees to any such suit or proceeding instituted by the Trustee shall be bound by these provisions relating to waiver brought in its own name as trustee of set-offan express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, counterclaim, retention expenses and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification disbursements of the rights Trustee, its agents and obligations of counsel, be for the Company and the rights ratable benefit of the Holders of the Securities Notes. In any proceedings brought by the Trustee (and in any proceedings involving the interpretation of each series to be affected under any provision of the Indenture at any time by the Company and to which the Trustee with shall be a party) the consent of Trustee shall be held to represent all the Holders of a specified majority in principal amount the Notes, and it shall not be necessary to make any Holders of the Securities then Outstanding of each series Notes parties to be affectedany such proceedings. The Indenture also contains provisions permitting In case the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, Trustee shall have proceeded to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults enforce any right under the Indenture and their consequences. Any such consent proceedings shall have been discontinued or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and abandoned because of any Security issued upon the registration of transfer hereof waiver pursuant to Section 6.10 or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in any rescission and subject annulment pursuant to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee Section 6.03 or for any other remedy thereunder, unless such Holder reason or shall have previously given the Trustee written notice of a continuing Default with respect been determined adversely to the Securities of this seriesTrustee, then and in every such case the Company, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to and the Trustee shall, subject to institute proceedings any determination in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such noticebe restored respectively to their several positions and rights hereunder, request and offer of security or indemnityall rights, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up remedies and powers of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £200,000 and increments of £1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Tel: 00000 000000] Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024 supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio Trustee shall continue as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on though no such date, was less than 7.00%proceeding had been instituted.

Appears in 1 contract

Samples: And (Amag Pharmaceuticals Inc.)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, compensation or retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and nettingcompensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such XxxxxxHolder’s consent, to sue xxx for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £$200,000 and increments of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEARDTC, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact InformationThe Depository Trust Company 55 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 0099 Attn: Mandatory Reorganization Department Fax: +0 (000) 000 0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown PooleMellon Mexxx Xxxxx Xxxxxxx Xxxxx, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 101 Xxxxxxx Street Floor 7-E New York, New York 10286 United States of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.500$1,500,000,000 4.375% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E BT1, ISIN: XS2813323503US06738EBT10) – Notice to Clearstream, Luxembourg and EuroclearDTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500$1,500,000,000 4.375% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E BT1, ISIN: XS2813323503US06738EBT10) issued on May 15August 11, 2024 2021 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among between the Company, Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Sixth Supplemental Indenture, dated May 15August 11, 20242021, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8August 4, 2024 2021 supplementing the prospectus dated March 1, 20242021. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear The Depository Trust Company (the Clearing SystemsDTC”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.the

Appears in 1 contract

Samples: Supplemental Indenture (Barclays PLC)

of the Base Indenture. Subject The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain covenants and Events of Default with respect to applicable lawthis Security, no Holder in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Company arising under, or in connection withthis series shall occur and be continuing, the principal of the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein), this series may be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts declared due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, manner and with the liquidator or administrator of effect provided in the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and nettingIndenture. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company Issuer and the rights of the Holders of the Securities of each this series to be affected under the Indenture at any time by the Company Issuer and the Trustee with the consent of the Holders of a specified majority in aggregate principal amount of the Outstanding Securities then Outstanding of each series to be affectedthis series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series then Outstandingthis series, on behalf of the Holders of all Securities of such this series, to waive compliance by the Company Issuer with certain provisions of the Indenture and certain past Defaults defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. The transfer of this Security may be registered and this Security may be exchanged as provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new The Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £200,000 $2,000 and increments any integral multiples of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversionexcess thereof. No service charge shall be made for any such registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the CompanyIssuer, the Trustee and any agent of the Company Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the CompanyIssuer, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. This Security shall be governed by and construed in accordance with deemed to be a contract under the laws of the State of New York, except and for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and all purposes shall be construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Tel: 00000 000000] Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024 supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable laws of such State. ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to: (Insert assignee's social security or tax I.D. no.) (Print or type assignee's name, address and zip code) and irrevocably appoint as agent to transfer this Security on the Group on such date, was less than 7.00%books of the Issuer. The agent may substitute another to act for him.

Appears in 1 contract

Samples: First Supplemental Indenture (Enstar Group LTD)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, compensation or retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and nettingcompensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such XxxxxxHolder’s consent, to sue xxx for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Convertible Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Convertible Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £200,000 and increments of £1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York MellonMellon Xxxxx Xxxxx Xxxxxxx Xxxxx, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Xxxxxx XX00 0XX Xxxxxx Xxxxxxx Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 101 Xxxxxxx Street Floor 7-E Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.5001,000,000,000 7.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable June 15, 2025 and Every Five Years Thereafter) (ISIN: XS2813323503XS1998799792) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.5001,000,000,000 7.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable June 15, 2025 and Every Five Years Thereafter) (ISIN: XS2813323503XS1998799792) issued on May 15June 13, 2024 2019 (the “Securities”) pursuant to the Contingent Capital Convertible Securities Indenture, dated August 14, 2018, as amended between the Company and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Third Supplemental Indenture, dated May 15June 13, 20242019, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8June 6, 2024 2019 supplementing the prospectus dated March 1April 6, 20242018. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Third Supplemental Indenture (Barclays PLC)

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of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £200,000 and increments of £1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, as amended by the Eighth Supplemental Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York MellonMellon Xxxxx Xxxxx Xxxxxxx Xxxxx, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Xxxxxx XX00 0XX Xxxxxx Xxxxxxx Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 101 Xxxxxxx Street Floor 7-E Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.5001,500,000,000 9.250% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503XS2591803841) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.5001,500,000,000 9.250% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503XS2591803841) issued on May 15March 6, 2024 2023 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among between the Company, Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Eighth Supplemental Indenture, dated May 15March 6, 20242023, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8February 27, 2024 2023 supplementing the prospectus dated March 1, 20242021. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Barclays PLC)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, compensation or retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and nettingcompensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such XxxxxxHolder’s consent, to sue xxx for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £$200,000 and increments of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEARDTC, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact InformationThe Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 0099 Attn: Mandatory Reorganization Department Fax: +0 (000) 000 0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx] Cc: [The Bank of New York MellonMellon Xxxxx Xxxxx Xxxxxxx Xxxxx, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Xxxxxx XX00 0XX Xxxxxx Xxxxxxx Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 101 Xxxxxxx Street Floor 7-E Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.500$2,000,000,000 8.000% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E BX2, ISIN: XS2813323503US06738EBX22) – Notice to Clearstream, Luxembourg and EuroclearDTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500$2,000,000,000 8.000% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (CUSIP: 06738E BX2, ISIN: XS2813323503US06738EBX22) issued on May 15August 8, 2024 2022 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among between the Company, Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Seventh Supplemental Indenture, dated May 15August 8, 20242022, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8August 1, 2024 2022 supplementing the prospectus dated March 1, 20242021. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear The Depository Trust Company (the Clearing SystemsDTC”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Barclays PLC)

of the Base Indenture. Subject In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to applicable law, no Holder accrue on the Securities called for redemption. Holders of Securities may exercisedo not have the option to have the Securities repaid prior to September 1, claim 2028. The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or plead any right certain restrictive covenants and Events of set-offDefault with respect to this Security, compensation, counterclaim, retention or netting in each case upon compliance with certain conditions set forth in the Indenture. If an Event of Default with respect to Securities of any amount owed to it by the Company arising under, or in connection withthis series shall occur and be continuing, the principal of the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein), this series may be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts declared due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, manner and with the liquidator or administrator of effect provided in the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and nettingIndenture. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a specified majority in principal amount of the Securities then at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities of each series then at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any the right to institute any proceeding, judicial or otherwise, proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or indemnityany premium or interest hereon on or after the respective due dates expressed herein. The Trustee shall not be deemed to have knowledge or notice of the occurrence of any default or Event of Default, and, in unless a responsible trust officer of the case of a proceeding in England (or such other jurisdiction in which Trustee shall have received written notice from the Company may be organized) (but not elsewhere) for or a holder describing such default or Event of Default and stating that such notice is a notice of default or Event of Default. No reference herein to the winding-up Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, such proceeding which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the name and on behalf of the Trustee to the same extent (but no further coin or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Securitycurrency, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Securityherein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security is are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon , and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other The Securities of this series and of like tenor, are issuable only in registered form without coupons in initial minimum denominations of £200,000 $25 and increments any integral multiples of £1,000 thereafter$25 in excess thereof. The denominations cannot be changed without As provided in the consent Indenture and subject to certain limitations therein set forth, Securities of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the series are exchangeable for a like aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of Securities of this Security shall equal zeroseries and of like tenor of a different authorized denomination, but as requested by the Tradable Amount of Holder surrendering the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversionsame. No service charge shall be made for any such registration of transfer or exchange, but the Company Company, the Trustee, or the Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee Trustee, or the Security Registrar and any agent of the Company Company, the Trustee, or the Trustee may Security Registrar shall treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither none of the Company, the Trustee nor Trustee, the Security Registrar, or any such agent thereof shall be affected by notice to the contrary. This All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture and this Security shall be governed by and construed in accordance with the laws law of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Tel: 00000 000000] Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024 supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Supplemental Indenture (NewtekOne, Inc.)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, compensation or retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and nettingcompensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such XxxxxxHolder’s consent, to sue xxx for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Convertible Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Convertible Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £$200,000 and increments of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEARDTC, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact InformationThe Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Mandatory Reorganization Department Fax: +0 (000) 000-0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx] Cc: [The Bank of New York Mellon, London Branch, as Trustee Merck House, Seldown PooleMellon Xxxxx Xxxxx Xxxxxxx Xxxxx, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 101 Xxxxxxx Street Floor 7-E Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxx of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.500$2,000,000,000 8% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable June 15, 2024 and Every Five Years Thereafter) (CUSIP: 06738E BG9, ISIN: XS2813323503US06738EBG98) – Notice to Clearstream, Luxembourg and EuroclearDTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500$2,000,000,000 8% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable June 15, 2024 and Every Five Years Thereafter) (CUSIP: 06738E BG9, ISIN: XS2813323503US06738EBG98) issued on May 15March 27, 2024 2019 (the “Securities”) pursuant to the Contingent Capital Convertible Securities Indenture, dated August 14, 2018, as amended between the Company and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Second Supplemental Indenture, dated May 15March 27, 20242019, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8March 20, 2024 2019 supplementing the prospectus dated March 1April 6, 20242018. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: Indenture (Barclays PLC)

of the Base Indenture. Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, compensation or retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein)Securities, be deemed, to the fullest extent permitted under applicable law, deemed to have waived all such rights of set-off, compensation, counterclaim, retention and nettingcompensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting. The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Xxxxxx’s consent, to sue for any payments due but unpaid with respect to this Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Convertible Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Convertible Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £$200,000 and increments of £$1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law. Exhibit B Form of Automatic Conversion Notice1 NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE DTC AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact InformationThe Depository Trust Company 00 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000-0000 Attn: Mandatory Reorganization Department Fax: +0 (000) 000-0000 Email: xxxxxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx] Cc: [The Bank of New York Mellon, London Branch, as Trustee Mellon Merck House, House Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 000000000000 The Bank of New York Mellon 000 Xxxxxxx Xxxxxx Floor 7-E New York, New York 10286 United States of America Attn: International Corporate Trust Fax: +0 (000) 000-0000] Re: Barclays PLC £1,250,000,000 8.500$2,500,000,000 7.750% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable September 15, 2023 and Every Five Years Thereafter) (CUSIP: 06738E BA2, ISIN: XS2813323503US06738EBA29) – Notice to Clearstream, Luxembourg and EuroclearDTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500$2,500,000,000 7.750% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable September 15, 2023 and Every Five Years Thereafter) (CUSIP: 06738E BA2, ISIN: XS2813323503US06738EBA29) issued on May 15August 14, 2024 2018 (the “Securities”) pursuant to the Contingent Capital Convertible Securities Indenture, dated August 14, 2018, as amended between the Company and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh First Supplemental Indenture, dated May 15August 14, 20242018, among between the Company, the Trustee, the Paying Agent Company and the Registrar Trustee (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8August 7, 2024 2018 supplementing the prospectus dated March 1April 6, 20242018. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

Appears in 1 contract

Samples: First Supplemental Indenture (Barclays PLC)

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