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. Form of Automatic Conversion Notice1 [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] 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)

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 netting~~compensation 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~~Holder’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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [~~Clearstream Luxembourg / Euroclear Contact Information~~The 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 Poole~~Mellon Mexxx Xxxxx Xxxxxxx Xxxxx, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 ~~000000~~000000 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] 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: ~~XS2813323503~~US06738EBT10) issued on ~~May 15~~August 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 15~~August 11, ~~2024~~2021, ~~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 8~~August 4, ~~2024~~ 2021 supplementing the prospectus dated March 1, ~~2024~~2021. 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 Systems~~DTC”), 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: Sixth 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 netting~~compensation 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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [~~Clearstream Luxembourg / Euroclear Contact Information~~The 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 ~~000000~~000000 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] 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: ~~XS2813323503~~US06738EBA29) issued on ~~May 15~~August 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 15~~August 14, ~~2024~~2018, ~~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 8~~August 7, ~~2024~~ 2018 supplementing the prospectus dated ~~March 1~~April 6, ~~2024~~2018. 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)

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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York ~~Mellon~~Mellon 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 ~~000000~~000000 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] This notice is in relation to Barclays PLC’s (the “Company”) £~~1,250,000,000 8.500~~1,500,000,000 9.250% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: ~~XS2813323503~~XS2591803841) issued on ~~May 15~~March 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 15~~March 6, ~~2024~~2023, ~~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 8~~February 27, ~~2024~~ 2023 supplementing the prospectus dated March 1, ~~2024~~2021. 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 netting~~compensation 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~~Holder’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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [Clearstream Luxembourg / Euroclear Contact Information] Cc: [The Bank of New York ~~Mellon~~Mellon 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 ~~000000~~000000 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] This notice is in relation to Barclays PLC’s (the “Company”) £~~1,250,000,000 8.500~~1,000,000,000 7.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable June 15, 2025 and Every Five Years Thereafter) (ISIN: ~~XS2813323503~~XS1998799792) issued on ~~May 15~~June 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 15~~June 13, ~~2024~~2019, ~~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 8~~June 6, ~~2024~~ 2019 supplementing the prospectus dated ~~March 1~~April 6, ~~2024~~2018. 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)

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 netting~~compensation 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~~Holder’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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [~~Clearstream Luxembourg / Euroclear Contact Information~~The 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~~Mellon 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 ~~000000~~000000 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] 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: ~~XS2813323503~~US06738EBX22) issued on ~~May 15~~August 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 15~~August 8, ~~2024~~2022, ~~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 8~~August 1, ~~2024~~ 2022 supplementing the prospectus dated March 1, ~~2024~~2021. 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 Systems~~DTC”), 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 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 netting~~compensation 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~~Holder’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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [~~Clearstream Luxembourg / Euroclear Contact Information~~The 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 Poole~~Mellon Xxxxx Xxxxx Xxxxxxx Xxxxx, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 ~~000000~~000000 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] 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: ~~XS2813323503~~US06738EBG98) issued on ~~May 15~~March 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 15~~March 27, ~~2024~~2019, ~~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 8~~March 20, ~~2024~~ 2019 supplementing the prospectus dated ~~March 1~~April 6, ~~2024~~2018. 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: Second 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 netting~~compensation 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~~Holder’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. Form of Automatic Conversion Notice1 [Barclays Letterhead] To: [~~Clearstream Luxembourg / Euroclear Contact Information~~The 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 Poole~~Mellon Xxxxx Xxxxx Xxxxxxx Xxxxx, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: xxxxxxx0@xxxxxxxxx.xxx Fax: 00000 000000 Tel: 00000 ~~000000~~000000 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] 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: ~~XS2813323503~~US06738EBN40) issued on ~~May 15~~August 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 15~~August 12, ~~2024~~2020, ~~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 8~~August 5, ~~2024~~ 2020 supplementing the prospectus dated ~~March 1~~April 6, ~~2024~~2018. 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 Systems~~DTC”), 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~~ 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 law~~this 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 with~~this 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 affected~~this series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Securities of ~~each series then Outstanding~~this 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 ~~Company~~Issuer, 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 ~~Company~~Issuer, 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. Form of Automatic Conversion Notice1 [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] 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. To assign this Security, fill in the form below: I or we assign and transfer this Security to: 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)

Common use of of the Base Indenture Clause in Contracts