ACCESSION DEED

Exhibit 1.3(b)

ACCESSION DEED

THIS DEED is made the 3^rd day of August 2013

BETWEEN

(1) BARCLAYS PLC, a company registered in England and Wales with number 00048839 and whose registered office is at 0 Xxxxxxxxx Xxxxx, Xxxxxx X00 0XX;

(2) BARCLAYS BANK PLC, whose registered office is at 0 Xxxxxxxxx Xxxxx, Xxxxxx X00 0XX (“Barclays” or the “Global Co-ordinator”);

(3) CREDIT SUISSE SECURITIES (EUROPE) LIMITED, whose registered office is at One Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX (“CSSEL” or the “Sponsor”);

(4) CREDIT SUISSE AG, LONDON BRANCH, a corporation domiciled/incorporated in Zurich, Switzerland, operating in the United Kingdom under branch registration number BR000469 at Xxx Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX (“CSAG” and together with CSSEL, “CS”);

(5) DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt am Main, Germany, operating in the United Kingdom under branch registration number BR000005, acting through its London Branch at Xxxxxxxxxx Xxxxx, 0 Xxxxx Xxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX (“Deutsche Bank”);

(6) CITIGROUP GLOBAL MARKETS LIMITED, whose registered office is at Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (“Citi”);

(7) XXXXXXX XXXXX INTERNATIONAL, whose registered office is at 0 Xxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX (“BofAML” and together with CSSEL, CSAG, Deutsche Bank and Citi, each an “Initial Underwriter”);

(8) ABN AMRO BANK N.V., whose registered office is at Xxxxxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (“ABN AMRO”);

(9) BANCO SANTANDER S.A., whose registered office is at Xxxxx xx Xxxxxx 0-00 Xxxxxxxxx X.X. 00000, Xxxxx (“Banco Santander”);

(10) BNP PARIBAS, whose registered office is at 00, xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx (“BNP PARIBAS”);

(11) ING BANK N.V., whose registered office is at Xxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx (“ING”);

(12) X.X. XXXXXX SECURITIES PLC, whose registered office is at 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX (“JPMC”);

(13) MEDIOBANCA – BANCA DI CREDITO FINANZIARIO S.P.A., whose registered office is at Piazzetta X. Xxxxxx, 0, 00000 Xxxxx, Xxxxx (“Mediobanca”);

(14) XXXXXX XXXXXXX SECURITIES LIMITED, whose registered office is at 00 Xxxxx Xxxxxx, Xxxxxx X00 0XX (“Xxxxxx Xxxxxxx”);

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(15) RBC EUROPE LIMITED, whose registered office is at Xxxxxxxxx Xxxxx, 0 Xxxx Xxxx, Xxxxxx, XX0X 0XX (“RBC”); and

(16) SMBC NIKKO CAPITAL MARKETS LIMITED, whose registered office is at Xxx Xxx Xxxxxx, Xxxxxx XX0X 0XX (“SMBC Nikko”); and together with ABN AMRO, Banco Santander, BNP Paribas, ING, JPMC, Mediobanca, Xxxxxx Xxxxxxx and RBC, each an “Additional Underwriter”).

NOW THIS DEED WITNESSETH as follows:

1. APPOINTMENT OF ADDITIONAL UNDERWRITERS

1.1 Further to the underwriting agreement dated 30 July 2013 between the Company, the Global Co-ordinator and the Initial Underwriters (the “Underwriting Agreement”) a certified copy of which is appended hereto, the Company hereby appoints:

• ABN AMRO;

• Banco Santander;

• BNP PARIBAS;

• ING;

• JPMC;

• Mediobanca;

• Xxxxxx Xxxxxxx;

• RBC; and

• SMBC Nikko,

as an Additional Underwriter for the purposes of the Underwriting Agreement with all the authority, rights, powers, duties and obligations of an Underwriter under the Underwriting Agreement as if originally named as an Underwriter in the Underwriting Agreement and each Additional Underwriter covenants to comply with the provisions of the Underwriting Agreement which are expressed to be binding on it.

1.2 Each Underwriter agrees on and subject to the terms of the Underwriting Agreement that its Proportionate Share for the purposes of the Underwriting Agreement shall be as follows:

		CSAG		10.0 per cent.
		CSSEL		5.0 per cent.
		Deutsche Bank		15.0 per cent.

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		Citi		15.0 per cent.
		BofAML		15.0 per cent.
		ABN AMRO		5.0 per cent.
		Banco Santander		5.0 per cent.
		BNP PARIBAS		5.0 per cent.
		ING		5.0 per cent.
		JPMC		5.0 per cent.
		Mediobanca		5.0 per cent.
		Xxxxxx Xxxxxxx		5.0 per cent.
		RBC		2.5 per cent.
		SMBC Nikko		2.5 per cent.
				100 per cent.

1.3 The Company represents, warrants and undertakes to the Additional Underwriters appointed pursuant to this Accession Deed that each statement set out in Part A of Schedule 3 of the Underwriting Agreement was true and accurate and not misleading at the date of the Underwriting Agreement and this Accession Deed.

2. SPONSOR FEE

The Company, the Global Co-ordinator, the Initial Underwriters and the Additional Underwriters agree that the last sentence in Clause 10.1 of the Underwriting Agreement as set out below:

“In addition, the Company shall pay to the Sponsor in consideration for its services under this Agreement a fee of GBP 1,553,656 or, if Admission occurs on or after 4 October 0000, XXX 553,656 (the “Sponsor Fee”)”,

shall be deleted in its entirety and replaced with the following:

“In addition, the Company will pay to the Sponsor a fee of up to GBP 1,553,656 (the “Sponsor Fee”) in consideration for its services under this Agreement. Any payment made to the Sponsor pursuant to the foregoing shall be based upon the Company’s assessment, in its absolute discretion, of the Sponsor’s performance in its capacity as sponsor in connection with the Rights Issue and Admission.”

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3. RIGHTS ISSUE AGREEMENT AMONG UNDERWRITERS

Each Additional Underwriter undertakes to execute, promptly and without amendment, a rights issue agreement among underwriters accession deed pursuant to which the Additional Underwriter covenants with each of the Initial Underwriters and any other person who becomes, or has become, a party to the Rights Issue Agreement Among Underwriters (as defined below), to observe, perform and be bound by all of the terms of the Rights Issue Agreement Among Underwriters as if it had been an original party thereto and named therein. For the purposes of this Accession Deed, “Rights Issue Agreement Among Underwriters” means the rights issue agreement among underwriters entered into by the Initial Underwriters in connection with the Rights Issue dated 30 July 2013.

4. MISCELLANEOUS

4.1 The provisions of Clauses 18, 19, 20, 21.2, 22, 23, 25, 27 and 28 of the Underwriting Agreement shall apply to this Accession Deed as if set out herein. Schedule 1 of this Accession Deed supplements Schedule 7 in the Underwriting Agreement and sets out the relevant information in relation to the Additional Underwriters for the purposes of Clauses 5.3, 14.1 and 14.2 and paragraphs 2.7 and 2.8 of Part B of Schedule 3 of the Underwriting Agreement.

4.2 All terms and expressions which have defined meanings in the Underwriting Agreement shall have the same meanings in this Accession Deed except where the context requires otherwise or unless otherwise stated.

4.3 The Company and the Additional Underwriters appointed pursuant to this Accession Deed confirm the provisions of the Underwriting Agreement (as amended pursuant to this Accession Deed) and acknowledge that this Accession Deed shall form part of and shall be read in conjunction with the Underwriting Agreement.

4.4 Save as amended by this Accession Deed, the Underwriting Agreement shall remain in full force and effect as originally executed.

4.5 Each of the parties to this Accession Deed with an address outside England shall at all times maintain an agent for service of process and any other documents and proceedings in England or any other proceedings in connection with the Underwriting Agreement and this Accession Deed. Such agent shall be the company at the address stated in Schedule 2 of this Accession Deed and any writ, judgment or other notice of legal process shall be sufficiently served on the relevant party if delivered to such agent at its address for the time being. Each of the parties with an address outside England irrevocably undertakes not to revoke the authority of the above agent and if, for any reason, the Global Co-ordinator requests such party to do so it shall promptly appoint another such agent with an address in England and advise the Global Co-ordinator of them. If, following such request, the relevant party fails to appoint another agent, the Global Co-ordinator shall be entitled to appoint one on the relevant party’s behalf and at such party’s expense.

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SCHEDULE 1

BANKS

ABN AMRO Bank N.V.		Xxxxxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx
Banco Santander S.A.		Xxxxx xx Xxxxxx 0-00 Xxxxxxxxx X.X. 00000, Xxxxx
BNP PARIBAS		00, xxxxxxxxx xxx Xxxxxxxx, 00000 Xxxxx, Xxxxxx
ING Bank X.X.		Xxxxxxxxxxxx 000, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx
X.X. Xxxxxx Securities plc		00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx
Mediobanca – Banca di Credito Finanziario S.p.A.		Piazzetta X. Xxxxxx, 0, 00000 Xxxxx, Xxxxx
Xxxxxx Xxxxxxx Securities Limited		00 Xxxxx Xxxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx
RBC Europe Limited		Xxxxxxxxx Xxxxx, 0 Xxxx Xxxx, Xxxxxx, XX0X 0XX, Xxxxxx Xxxxxxx
SMBC Nikko Capital Markets Limited		Xxx Xxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx
Such information relating to a Bank and such Bank’s activities relating to the Ordinary Shares, the ADS and/or the rights as shall be required in the Prospectus or the US Prospectus and provided to the Company by such Bank in writing specifying that such information is specifically for inclusion in the Prospectus or the US Prospectus under applicable law and regulation.

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SCHEDULE 2

AGENTS FOR SERVICE OF PROCESS

ABN AMRO Bank N.V.		ABN AMRO Bank N.V., UK Branch; 0 Xxxxxxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx; for the attention of Xxxxxx Xxxxxxx
Banco Santander S.A.		Banco Santander, London Branch; 0-0 Xxxxxx Xxxxxx, Xxxxxx’x Xxxxx, Xxxxxx XX0 0XX, Xxxxxx Xxxxxxx; for the attention of Xxxx Xxxxxxx
BNP PARIBAS		BNP PARIBAS, London Branch; 00 Xxxxxxxx Xxxxxx, Xxxxxx XX0 0 XX, Xxxxxx Xxxxxxx; for the attention of Loans Administration Department
ING Bank N.V.		ING Bank N.V. / London Branch; 00 Xxxxxx Xxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx; for the attention of Xxxxxxx Xxxx
Mediobanca – Banca di Credito Finanziario S.p.A.		Mediobanca – Banca di Credito Finanziario S.p.A. (London Branch); 00 Xxxxxxxxx Xxxxx XX0X 0XX Xxxxxx, Xxxxxx Xxxxxxx; for the attention of Xxxxxxx Xxxxxxx

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IN WITNESS WHEREOF this Accession Deed has been duly executed as a deed and it is intended to be and it is hereby delivered by us as a deed.

SIGNED as a deed by				)
				)
Xxxxxxxx Xxxxxxx Xxxxxxxxx				)
as attorney for BARCLAYS PLC				)
in the presence of:				)
				/s/ Xxxxxxxx Xxxxxxxxx
/s/ Xxxxxxxx Xxxxxxxxxxx				Signature of witness
Xxxxxxxx Xxxxxxxxxxx				Name of witness
00 Xxxxxx Xxxxx				Address of witness
Xxxxxxx Xxxxxx
Xxxxxx X0 0XX

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SIGNED as a deed by		)
BARCLAYS BANK PLC		)

/s/ Xxxxxxxxx Xxxxxx		Signature
Xxxxxxxxx Xxxxxx		Name

in the presence of:

/s/ H.A. Joanknecht		Signature of witness
H. A. Joanknecht		Name of witness
Xxxx 0, Xxxxxxxxx Xxxxx		Address of witness
1 St. John’s Xxxx Xxxx
Xxxxxx XX0 0XX

SIGNED as a deed by Xxxx Xxxxxx		)		/s/ Xxxx Xxxxxx
		)
and by Xxxx Xxxxxx		)		/s/ Xxxx Xxxxxx
		)
for and on behalf of		)
CITIGROUP GLOBAL MARKETS		)
LIMITED		)

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SIGNED as a deed by /s/ Xxxx Xxxxxxxxxxxxx		)		Xxxx Xxxxxxxxxxxxx
		)		Managing Director
in the presence of /s/ Xxxxx Xxxxxxxxx		)
		)
and by /s/ Xxxx Xxxxxxxx		)		Xxxx Xxxxxxxx
		)		Managing Director
in the presence of /s/ Xxxxx Xxxxxxxxx		)
for and on behalf of		)
CREDIT SUISSE SECURITIES		)
(EUROPE) LIMITED		)

/s/ Xxxxx Xxxxxxxxx		Signature of witness
Xxxxx Xxxxxxxxx		Name of witness
Flat 2		Address of witness
4 Xxxxxxx’x Xxxxx
Xxxxxx XX0X 0XX

/s/ Xxxxx Xxxxxxxxx		Signature of witness
Xxxxx Xxxxxxxxx		Name of witness
Flat 2		Address of witness
4 Xxxxxxx’x Court
London EC4A 3EA

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SIGNED as a deed by /s/ Xxxx Xxxxxxxxxxxxx		)		Xxxx Xxxxxxxxxxxxx
		)		Managing Director
in the presence of /s/ Xxxxx Xxxxxxxxx		)
		)
and by /s/ Xxxx Xxxxxxxx		)		Xxxx Xxxxxxxx
		)		Managing Director
in the presence of /s/ Xxxxx Xxxxxxxxx		)
for and on behalf of		)
CREDIT SUISSE AG, LONDON		)
BRANCH		)

/s/ Xxxxx Xxxxxxxxx		Signature of witness
Xxxxx Xxxxxxxxx		Name of witness
Flat 2		Address of witness
4 Xxxxxxx’x Xxxxx
Xxxxxx XX0X 0XX

/s/ Xxxxx Xxxxxxxxx		Signature of witness
Xxxxx Xxxxxxxxx		Name of witness
Flat 2		Address of witness
4 Xxxxxxx’x Court
London EC4A 3EA

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SIGNED as a deed by Xxxx X Xxxx		)		/s/ Xxxx X Xxxx
		)
in the presence of Xxxxx Xxxxxx		)
		)
and by Xxxxxx Xxxxxxxx		)		/s/ Xxxxxx Xxxxxxxx
		)
in the presence of Xxxxx Xxxxxx		)
for and on behalf of		)
DEUTSCHE BANK AG, LONDON		)
BRANCH		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

Signature of witness

Name of witness

Address of witness

SIGNED as a deed by /s/ Xxxxx Xxxxxxxx		)		Xxxxx Xxxxxxxx
for and on behalf of		)		Director
XXXXXXX XXXXX INTERNATIONAL		)		Xxxxxxx Xxxxx International
in the presence of		)

/s/ Xxxxx Xxxxxxx		Signature of witness
Xxxxx Xxxxxxx		Name of witness
00X Xxxxxxxx Xxxx		Address of witness
London

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SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
ABN AMRO BANK N.V.		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
BANCO SANTANDER S.A.		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
BNP PARIBAS		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

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SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
ING BANK N.V.		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
X.X. XXXXXX SECURITIES PLC		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

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SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
MEDIOBANCA – BANCA DI		)
CREDITO FINANZIARIO S.P.A.		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
XXXXXX XXXXXXX		)
SECURITIES LIMITED		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

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SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
RBC EUROPE LIMITED		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

SIGNED as a deed by Xxxx X Xxxx		)
as attorney for		)		/s/ Xxxx X Xxxx
SMBC NIKKO CAPITAL		)
MARKETS LIMITED		)
in the presence of:		)

/s/ Xxxxx Xxxxxx		Signature of witness
Xxxxx Xxxxxx		Name of witness
0X Xxxxxxx Xxxxxx Xxxxxx		Address of witness
Xxxxxx XX0 0XX

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