Pricing Supplement dated August 15, 2024 |
Filed Pursuant to Rule 424(b)(2) |
|
Registration Statement No. 333-265158 |
$12,725,150
Barclays Bank PLC Capped Buffer GEARS
Linked to the S&P 500® Index due August 20, 2026
The Capped Buffer GEARS (the “Securities”) are unsecured
and unsubordinated debt obligations issued by Barclays Bank PLC (the “Issuer”) with returns linked to the performance of the
S&P 500® Index (the “Underlying”). If the Underlying Return is positive, the Issuer will pay the principal
amount of the Securities at maturity plus a return equal to the Underlying Return times the Upside Gearing of 2.0, up to the Maximum Gain
of 18.20%. If the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold
(90% of the Initial Underlying Level), the Issuer will repay the principal amount of the Securities at maturity. However, if the Final
Underlying Level is less than the Downside Threshold, the Issuer will pay you a cash payment at maturity that is less than the principal
amount, resulting in a loss of 1% of principal for every 1% decline in the Underlying in excess of the Buffer of 10%. Investing
in the Securities involves significant risks. The Issuer will not pay any interest on the Securities. You may lose up to 90% of your principal.
The Final Underlying Level is observed relative to the Downside Threshold only on the Final Valuation Date, and the downside market exposure
to the Underlying is subject to the Buffer only if you hold the Securities to maturity. Any payment on the Securities, including any repayment
of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were
to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (as described on page PS-4 of this
pricing supplement) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Securities. See
“Consent to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement.
Features |
|
Key Dates1 |
q Enhanced
Growth Potential, Subject to Maximum Gain: At maturity, the Upside Gearing will provide leveraged exposure to any positive
performance of the Underlying, up to the Maximum Gain.
q Buffered
Downside Market Exposure: If the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal
to the Downside Threshold, the Issuer will repay the principal amount at maturity. However, if the Final Underlying Level is less than
the Downside Threshold, the Issuer will repay less than the full principal amount at maturity, resulting in a loss of 1% of principal
for every 1% decline in the Underlying in excess of the Buffer. The Final Underlying Level is observed relative to the Downside Threshold
only on the Final Valuation Date, and the downside market exposure to the Underlying is subject to the Buffer only if you hold the Securities
to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank
PLC. |
|
Trade Date: |
August 15, 2024 |
Settlement Date: |
August 20, 2024 |
Final Valuation Date: |
August 17, 2026 |
Maturity Date: |
August 20, 2026 |
1 The Final Valuation Date and the Maturity Date are subject to postponement. See “Final Terms” on page PS-6 of this pricing supplement. |
NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN
CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY,
AND THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING, SUBJECT TO THE BUFFER AT MATURITY. THIS MARKET RISK IS IN
ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF BARCLAYS BANK PLC. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU
DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE
RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE PS-7 OF THIS PRICING SUPPLEMENT AND “RISK FACTORS” BEGINNING
ON PAGE S-9 OF THE PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND
UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY LOSE UP TO 90% OF YOUR PRINCIPAL
AMOUNT. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
NOTWITHSTANDING AND TO THE EXCLUSION
OF ANY OTHER TERM OF THE SECURITIES OR ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN BARCLAYS BANK PLC AND ANY HOLDER OR
BENEFICIAL OWNER OF THE SECURITIES (OR THE TRUSTEE ON BEHALF OF THE HOLDERS OF THE SECURITIES), BY ACQUIRING THE SECURITIES, EACH HOLDER
AND BENEFICIAL OWNER OF THE SECURITIES ACKNOWLEDGES, ACCEPTS, AGREES TO BE BOUND BY AND CONSENTS TO THE EXERCISE OF, ANY U.K. BAIL-IN
POWER BY THE RELEVANT U.K. RESOLUTION AUTHORITY. SEE “CONSENT TO U.K. BAIL-IN POWER” ON PAGE PS-4 OF THIS PRICING SUPPLEMENT.
We are offering Capped Buffer GEARS linked to the S&P 500®
Index. The return on the Securities is subject to the predetermined Maximum Gain and the corresponding maximum payment at maturity per
Security. The Securities are offered at a minimum investment of $1,000 (100 Securities).
Underlying |
Maximum Gain |
Maximum Payment at Maturity per Security |
Upside Gearing |
Initial Underlying Level* |
Downside Threshold |
Buffer |
CUSIP/ ISIN |
S&P 500® Index (SPX) |
18.20% |
$11.82 |
2.0 |
5,543.22 |
4,988.90, which is 90% of the Initial Underlying Level (rounded to two decimal places) |
10% |
06748P702 / US06748P7024 |
* The Initial Underlying Level is the Closing Level of the Underlying
on the Trade Date.
See “Additional Information
about Barclays Bank PLC and the Securities” on page PS-2 of this pricing supplement. The Securities will have the terms specified
in the prospectus dated May 23, 2022, the prospectus supplement dated June 27, 2022, the underlying supplement dated June 27, 2022 and
this pricing supplement.
Neither the U.S. Securities and Exchange
Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Securities or determined that
this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
We may use this pricing supplement
in the initial sale of the Securities. In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement
in market resale transactions in any of the Securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation
of sale, this pricing supplement is being used in a market resale transaction.
The Securities constitute our unsecured and unsubordinated obligations.
The Securities are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme
or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United
States, the United Kingdom or any other jurisdiction.
|
Initial Issue Price1 |
Underwriting Discount |
Proceeds to Barclays Bank PLC |
Per Security |
$10.00 |
$0.20 |
$9.80 |
Total |
$12,725,150 |
$254,503 |
$12,470,647 |
|
|
|
|
|
| 1 | Our estimated value of the Securities on the Trade Date, based on our internal pricing models, is $9.757 per Security. The estimated
value is less than the initial issue price of the Securities. See “Additional Information Regarding Our Estimated Value of the Securities”
on page PS-3 of this pricing supplement. |
UBS Financial Services Inc. |
Barclays Capital Inc. |
Additional Information about Barclays Bank PLC and the Securities |
You should read this pricing supplement together
with the prospectus dated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term
Notes, Series A, of which these Securities are a part, and the underlying supplement dated June 27, 2022. This pricing supplement, together
with the documents listed below, contains the terms of the Securities and supersedes all prior or contemporaneous oral statements as well
as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set
forth under “Risk Factors” in the prospectus supplement, as the Securities involve risks not associated with conventional
debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Securities.
If the terms set forth in this pricing supplement
differ from those set forth in the prospectus, prospectus supplement or underlying supplement, the terms set forth herein will control.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
Our SEC file number is 1-10257. As used
in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC. In this pricing supplement,
“Securities” refers to the Capped Buffer GEARS that are offered hereby, unless the context otherwise requires.
Additional Information Regarding Our Estimated Value of the Securities |
Our internal pricing models take into account
a number of variables and are based on a number of subjective assumptions, which may or may not materialize, typically including volatility,
interest rates and our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on
variables, such as market benchmarks, our appetite for borrowing and our existing obligations coming to maturity) may vary from the levels
at which our benchmark debt securities trade in the secondary market. Our estimated value on the Trade Date is based on our internal funding
rates. Our estimated value of the Securities might be lower if such valuation were based on the levels at which our benchmark debt securities
trade in the secondary market.
Our estimated value of the Securities on the
Trade Date is less than the initial issue price of the Securities. The difference between the initial issue price of the Securities and
our estimated value of the Securities results from several factors, including any sales commissions to be paid to Barclays Capital Inc.
or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries,
the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Securities, the estimated cost
that we may incur in hedging our obligations under the Securities, and estimated development and other costs that we may incur in connection
with the Securities.
Our estimated value on the Trade Date is not
a prediction of the price at which the Securities may trade in the secondary market, nor will it be the price at which Barclays Capital
Inc. may buy or sell the Securities in the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or
another affiliate of ours intends to offer to purchase the Securities in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant
after the Trade Date, the price at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary market, if any,
and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed
our estimated value on the Trade Date for a temporary period expected to be approximately six months after the initial issue date of the
Securities because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our
obligations under the Securities and other costs in connection with the Securities that we will no longer expect to incur over the term
of the Securities. We made such discretionary election and determined this temporary reimbursement period on the basis of a number of
factors, which may include the tenor of the Securities and/or any agreement we may have with the distributors of the Securities. The amount
of our estimated costs that we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement
period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the initial issue
date of the Securities based on changes in market conditions and other factors that cannot be predicted.
We urge
you to read the “Key Risks” beginning on page PS-7 of this pricing supplement.
Consent to U.K. Bail-in Power |
Notwithstanding
and to the exclusion of any other term of the Securities or any other agreements, arrangements or understandings between us and any holder
or beneficial owner of the Securities (or the trustee on behalf of the holders of the Securities), by acquiring the Securities, each holder
and beneficial owner of the Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in
Power by the relevant U.K. resolution authority.
Under the U.K. Banking Act 2009, as amended,
the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution authority
is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failing or is likely
to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions for authorization to carry
on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company that is a European
Economic Area (“EEA”) or third country institution or investment firm, that the relevant EEA or third country relevant authority
is satisfied that the resolution conditions are met in respect of that entity.
The U.K. Bail-in Power includes any write-down,
conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all, or a portion, of
the principal amount of, interest on, or any other amounts payable on, the Securities; (ii) the conversion of all, or a portion, of the
principal amount of, interest on, or any other amounts payable on, the Securities into shares or other securities or other obligations
of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of the Securities such shares,
securities or obligations); (iii) the cancellation of the Securities and/or (iv) the amendment or alteration of the maturity of the Securities,
or amendment of the amount of interest or any other amounts due on the Securities, or the dates on which interest or any other amounts
become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation
of the terms of the Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power.
Each holder and beneficial owner of the Securities further acknowledges and agrees that the rights of the holders or beneficial owners
of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by
the relevant U.K. resolution authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders
or beneficial owners of the Securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K.
resolution authority in breach of laws applicable in England.
For more information, please see “Key
Risks—Risks Relating to the Issuer—You may lose some or all of your investment if any U.K. bail-in power is exercised by the
relevant U.K. resolution authority” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks
Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely
to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially
adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under
the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority”
in the accompanying prospectus supplement.
Selected Purchase Considerations |
The Securities
may be appropriate for you if:
| t | You fully understand the risks inherent in an investment in the Securities, including the risk of loss of up to 90% of your initial
investment. |
| t | You can tolerate a loss of up to 90% of your initial investment, and you are willing to make an investment that may have downside
market risk similar to the Underlying, subject to the Buffer at maturity. |
| t | You believe the Underlying will appreciate over the term of the Securities and that any such appreciation is unlikely to exceed the
Maximum Gain. |
| t | You understand and accept that your potential return is limited by the Maximum Gain, and you are willing to invest in the Securities
based on the Maximum Gain specified on the cover of this pricing supplement. |
| t | You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying. |
| t | You do not seek current income from this investment, and you are willing to forgo any dividends paid on the securities composing the
Underlying. |
| t | You are willing and able to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities. |
| t | You understand and are willing to accept the risks associated with the Underlying. |
| t | You are willing and able to assume the credit risk of Barclays Bank PLC, as issuer of the Securities, for all payments under the Securities
and understand that if Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in
Power, you might not receive any amounts due to you under the Securities, including any repayment of principal. |
The Securities
may not be appropriate for you if:
| t | You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of up to 90% of your
initial investment. |
| t | You cannot tolerate the loss of up to 90% of your initial investment, or you are not willing to make an investment that may have downside
market risk similar to the Underlying, subject to the Buffer at maturity. |
| t | You believe the Underlying will depreciate over the term of the Securities and the Final Underlying Level is likely to be less than
the Downside Threshold, or you believe the Underlying will appreciate over the term of the Securities by more than the Maximum Gain. |
| t | You seek an investment that has unlimited return potential without a cap on appreciation, or you are unwilling to invest in the Securities
based on the Maximum Gain specified on the cover of this pricing supplement. |
| t | You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying. |
| t | You seek current income from this investment, or you would prefer to receive any dividends paid on the securities composing the Underlying. |
| t | You are unable or unwilling to hold the Securities to maturity, or you seek an investment for which there will be an active secondary
market. |
| t | You do not understand or are not willing to accept the risks associated with the Underlying. |
| t | You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities
and credit ratings that bear interest at a prevailing market rate. |
| t | You are not willing or are unable to assume the credit risk of Barclays Bank PLC, as issuer of the Securities, for all payments due
to you under the Securities, including any repayment of principal. |
The considerations
identified above are not exhaustive. Whether or not the Securities are an appropriate investment for you will depend on your individual
circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors
have carefully considered the appropriateness of an investment in the Securities in light of your particular circumstances. You should
also review carefully the “Key Risks” beginning on page PS-7 of this pricing supplement and the “Risk Factors”
beginning on page S-9 of the prospectus supplement for risks related to an investment in the Securities. For more information about the
Underlying, please see the section titled “S&P 500® Index” below.
Final Terms1 |
Issuer: |
Barclays Bank PLC |
Principal Amount: |
$10 per Security |
Term2: |
Approximately 2 years |
Reference Asset3: |
S&P 500® Index (Bloomberg ticker symbol “SPX<Index>”) (the “Underlying”) |
Payment at Maturity (per Security): |
· If
the Underlying Return is positive, the Issuer will pay the principal amount plus a return equal to the Underlying Return multiplied
by the Upside Gearing, but no more than the Maximum Gain. Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + ($10 × the lesser of (a)
Underlying Return × Upside Gearing and (b) the Maximum Gain)
· If
the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold,
the Issuer will repay the full principal amount at maturity of $10 per Security.
· If
the Underlying Return is negative and the Final Underlying Level is less than the Downside Threshold, the
Issuer will repay less than the full principal amount at maturity, resulting in a loss of 1% of principal for every 1% decline in the
Underlying in excess of the Buffer. Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + [$10 × (Underlying Return + Buffer)]
If the Underlying Return is negative and the Final
Underlying Level is less than the Downside Threshold, your principal is fully exposed to the decline in the Underlying in excess of the
Buffer, and you will lose up to 90% of the principal amount of the Securities at maturity. Any payment on the Securities, including any
repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party.
|
Upside Gearing: |
2.0 |
Maximum Gain: |
18.20% |
Underlying Return: |
Final Underlying Level – Initial Underlying Level
Initial Underlying Level |
Initial Underlying Level: |
The Closing Level of the Underlying on the Trade Date, as specified on the cover of this pricing supplement |
Final Underlying Level: |
The Closing Level of the Underlying on the Final Valuation Date |
Downside Threshold: |
A percentage of the Initial Underlying Level, as specified on the cover of this pricing supplement |
Buffer: |
10% |
Closing Level3: |
Closing Level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement. |
Calculation Agent: |
Barclays Bank PLC |
Investment Timeline |
|
Trade Date: |
|
The Initial Underlying Level is observed, the Downside Threshold is determined and the Maximum Gain is set. |
|
![](https://www.sec.gov/Archives/edgar/data/312070/000095010324012382/image_004.gif) |
|
|
|
Maturity Date: |
|
The Final Underlying Level is observed and the Underlying Return is
determined on the Final Valuation Date.
If the Underlying
Return is positive, the Issuer will pay the principal amount plus a return equal to the Underlying Return multiplied by the
Upside Gearing, but no more than the Maximum Gain. Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + ($10 × the lesser of (a) Underlying
Return × Upside Gearing and (b) the Maximum Gain)
If the Underlying
Return is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold, the Issuer will
repay the full principal amount at maturity of $10 per Security.
If the Underlying
Return is negative and the Final Underlying Level is less than the Downside Threshold, the Issuer will repay less than the
full principal amount at maturity, resulting in a loss of 1% of principal for every 1% decline in the Underlying in excess of the Buffer.
Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + [$10 × (Underlying Return + Buffer)]
If the Underlying Return is negative and the Final Underlying
Level is less than the Downside Threshold, your principal is fully exposed to the decline in the Underlying in excess of the Buffer, and
you will lose up to 90% of the principal amount of the Securities at maturity. Any payment on the Securities, including any repayment
of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party.
|
Investing in the Securities involves significant risks. The Issuer
will not pay any interest on the Securities. You may lose up to 90% of your principal. The Final Underlying Level is observed relative
to the Downside Threshold only on the Final Valuation Date, and the downside market exposure to the Underlying is subject to the Buffer
only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness
of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become
subject to the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority, you might not receive any amounts owed to
you under the Securities.
| 1 | Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them
in the prospectus supplement. |
| 2 | The Final Valuation Date may be postponed if the Final Valuation Date is not a scheduled trading day or if a market disruption event
occurs on the Final Valuation Date as described under “Reference Assets—Indices—Market Disruption Events for Securities
with an Index of Equity Securities as a Reference Asset” in the accompanying prospectus supplement. In addition, the Maturity Date
will be postponed if that day is not a business day or if the Final Valuation Date is postponed as described under “Terms of the
Notes—Payment Dates” in the accompanying prospectus supplement. |
| 3 | If the Underlying is discontinued or if the sponsor of the Underlying fails to publish the Underlying, the Calculation Agent may select
a successor index or, if no successor index is available, will calculate the value to be used as the Closing Level of the Underlying.
In addition, the Calculation Agent will calculate the value to be used as the Closing Level of the Underlying in the event of certain
changes in or modifications to the Underlying. For more information, see “Reference Assets—Indices—Adjustments Relating
to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement. |
An investment in the Securities involves significant
risks. Investing in the Securities is not equivalent to investing directly in the Underlying or the securities composing the Underlying.
Some of the risks that apply to an investment in the Securities are summarized below, but we urge you to read the more detailed explanation
of risks relating to the Securities generally in the “Risk Factors” section of the prospectus supplement. You should not purchase
the Securities unless you understand and can bear the risks of investing in the Securities.
Risks Relating to the Securities Generally
| t | You risk losing up to 90% of your principal — The Securities
differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount of the Securities at maturity.
The Issuer will repay you the principal amount of your Securities only if the Final Underlying Level is greater than or equal to the Downside
Threshold and will make such payment only at maturity. If the Final Underlying Level is less than the Downside Threshold, you will be
exposed to the decline in the Underlying in excess of the Buffer and the Issuer will repay less than the full principal amount of the
Securities at maturity, resulting in a loss of 1% of principal for every 1% decline in the Underlying in excess of the Buffer. Accordingly,
you may lose up to 90% of your principal. |
| t | The Upside Gearing applies only if you hold the Securities to maturity
— You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary
market, if any, the price you receive likely will not reflect the full economic value of the Upside Gearing or the Securities themselves,
and the return you realize may be less than the product of the performance of the Underlying and the Upside Gearing and may be less than
the Underlying’s return itself, even if such return is positive and does not exceed the Maximum Gain. You can receive the full benefit
of the Upside Gearing, subject to the Maximum Gain, only if you hold your Securities to maturity. |
| t | Your maximum return on the Securities is limited by the Maximum Gain
— If the Final Underlying Level is greater than the Initial Underlying Level, for each Security, the Issuer will pay you at maturity
$10 plus an additional amount that will not exceed a predetermined percentage of the principal amount, regardless of the appreciation
of the Underlying, which may be significant. We refer to this percentage as the Maximum Gain. Therefore, you will not benefit from any
positive Underlying Return in excess of an amount that, when multiplied by the Upside Gearing, exceeds the Maximum Gain, and your return
on the Securities may be less than the return on a direct investment in the Underlying or its underlying components. |
| t | No interest payments — The Issuer will not make periodic
interest payments on the Securities. |
| t | Any payment on the Securities will be determined based on the Closing Levels
of the Underlying on the dates specified — Any payment on the Securities will be determined based on the Closing Levels
of the Underlying on the dates specified. You will not benefit from any more favorable value of the Underlying determined at any other
time. |
| t | Buffered downside market exposure applies only if you hold the Securities
to maturity — You should be willing to hold your Securities to maturity. The market value of the Securities may fluctuate
between the date you purchase them and the Final Valuation Date. If you are able to sell your Securities prior to maturity in the secondary
market, if any, you may have to sell them at a loss relative to your initial investment even if at that time the level of the Underlying
is greater than the Downside Threshold. |
| t | The probability that the Final Underlying Level will be less than the Downside
Threshold will depend on the volatility of the Underlying — Volatility is a measure of the degree of variation in the
level of the Underlying over a period of time. The greater the expected volatility at the time the terms of the Securities are set, the
greater the expectation is at that time that the Final Underlying Level will be less than the Downside Threshold, which would result in
a loss of up to 90% of your principal at maturity. However, the Underlying’s volatility can change significantly over the term of
the Securities. The level of the Underlying could fall sharply, which could result in a significant loss of principal. You should be willing
to accept the downside market risk of the Underlying and the potential loss of up to 90% of your principal at maturity. |
| t | Owning the Securities is not the same as owning the securities composing
the Underlying — The return on your Securities may not reflect the return you would realize if you actually owned the
securities composing the Underlying. As a holder of the Securities, you will not have voting rights or rights to receive dividends or
other distributions or other rights that holders of the securities composing the Underlying would have. |
| t | The U.S. federal income tax consequences of an investment in the Securities
are uncertain — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Securities,
and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of
the tax treatment of the Securities are uncertain, and the IRS or a court might not agree with the treatment of the Securities as prepaid
forward contracts, as described under “What Are the Tax Consequences of an Investment in the Securities?” below. If the IRS
were successful in asserting an alternative treatment for the Securities, the tax consequences of the ownership and disposition of the
Securities could be materially and adversely affected. |
In addition, in
2007 the Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax
treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly
with retroactive effect. You should review carefully the sections of the accompanying prospectus supplement entitled “Material U.S.
Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts”
and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,” and consult your tax advisor regarding the
U.S. federal tax consequences of an investment in the Securities (including possible alternative treatments and the issues presented by
the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Risks Relating to the Issuer
| t | Credit of Issuer — The Securities are unsecured and unsubordinated
debt obligations of the Issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any payment
to be made on the Securities, including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligations
as they come due and is not guaranteed by any third |
party. As
a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the Securities and, in the event
Barclays Bank PLC were to default on its obligations, you might not receive any amount owed to you under the terms of the Securities.
| t | You may lose some or all of your investment if any U.K. Bail-in Power is
exercised by the relevant U.K. resolution authority — Notwithstanding and to the exclusion of any other term of the Securities
or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Securities
(or the trustee on behalf of the holders of the Securities), by acquiring the Securities, each holder and beneficial owner of the Securities
acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution
authority as set forth under “Consent to U.K. Bail-in Power” in this pricing supplement. Accordingly, any U.K. Bail-in Power
may be exercised in such a manner as to result in you and other holders and beneficial owners of the Securities losing all or a part of
the value of your investment in the Securities or receiving a different security from the Securities, which may be worth significantly
less than the Securities and which may have significantly fewer protections than those typically afforded to debt securities. Moreover,
the relevant U.K. resolution authority may exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent
of, the holders and beneficial owners of the Securities. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority
with respect to the Securities will not be a default or an Event of Default (as each term is defined in the senior debt securities indenture)
and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with
the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Securities. See “Consent to
U.K. Bail-in Power” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating
to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail,
including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely
affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms
of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority”
in the accompanying prospectus supplement. |
Risks Relating to the Underlying
| t | The Underlying reflects the price return of the securities composing the
Underlying, not the total return — The return on the Securities is based on the performance of the Underlying, which
reflects changes in the market prices of the securities composing the Underlying. The Underlying is not a “total return” index
that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the Underlying. Accordingly,
the return on the Securities will not include such a total return feature. |
| t | Adjustments to the Underlying could adversely affect the value of the Securities
— The sponsor of the Underlying may add, delete, substitute or adjust the securities composing the Underlying or make other methodological
changes to the Underlying that could affect its performance. The Calculation Agent will calculate the value to be used as the Closing
Level of the Underlying in the event of certain material changes in or modifications to the Underlying. In addition, the sponsor of the
Underlying may also discontinue or suspend calculation or publication of the Underlying at any time. Under these circumstances, the Calculation
Agent may select a successor index that the Calculation Agent determines to be comparable to the Underlying or, if no successor index
is available, the Calculation Agent will determine the value to be used as the Closing Level of the Underlying. Any of these actions could
adversely affect the value of the Underlying and, consequently, the value of the Securities. See “Reference Assets—Indices—Adjustments
Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement. |
Risks Relating to Conflicts of Interest
| t | Dealer incentives — We, the Agents and affiliates of the
Agents act in various capacities with respect to the Securities. The Agents and various affiliates may act as a principal, agent or dealer
in connection with the Securities. Such Agents, including the sales representatives of UBS Financial Services Inc., will derive compensation
from the distribution of the Securities and such compensation may serve as an incentive to sell these Securities instead of other investments.
We will pay compensation as specified on the cover of this pricing supplement to the Agents in connection with the distribution of the
Securities, and such compensation may be passed on to affiliates of the Agents or other third party distributors. |
| t | Potentially inconsistent research, opinions or recommendations by Barclays
Capital Inc., UBS Financial Services Inc. or their respective affiliates — Barclays Capital Inc., UBS Financial Services
Inc. or their respective affiliates and agents may publish research from time to time on financial markets and other matters that may
influence the value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding
the Securities. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial Services Inc. or their respective
affiliates or agents may not be consistent with each other and may be modified from time to time without notice. You should make your
own independent investigation of the merits of investing in the Securities and the Underlying. |
| t | Potential Barclays Bank PLC impact on the level of the Underlying
— Trading or transactions by Barclays Bank PLC or its affiliates in the securities composing the Underlying and/or over-the-counter
options, futures or other instruments with returns linked to the performance of the Underlying or the securities composing the Underlying
may adversely affect the level of the Underlying and, therefore, the market value of the Securities. |
| t | We and our affiliates may engage in various activities or make determinations
that could materially affect your Securities in various ways and create conflicts of interest — We and our affiliates
play a variety of roles in connection with the issuance of the Securities, as described below. In performing these roles, our and our
affiliates’ economic interests are potentially adverse to your interests as an investor in the Securities. |
In connection with our normal business
activities and in connection with hedging our obligations under the Securities, we and our affiliates make markets in and trade various
financial instruments or products for our accounts and for the account of our clients and otherwise provide investment banking and other
financial services with respect to these financial instruments and products. These financial instruments and products may include securities,
derivative instruments or assets that may relate to the Underlying or its components. In any such market making, trading and hedging activity,
investment banking and other financial services, we or our
affiliates may take positions or
take actions that are inconsistent with, or adverse to, the investment objectives of the holders of the Securities. We and our affiliates
have no obligation to take the needs of any buyer, seller or holder of the Securities into account in conducting these activities. Such
market making, trading and hedging activity, investment banking and other financial services may negatively impact the value of the Securities.
In addition, the role played by
Barclays Capital Inc., as the agent for the Securities, could present significant conflicts of interest with the role of Barclays Bank
PLC, as issuer of the Securities. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit
from the distribution of the Securities and such compensation or financial benefit may serve as an incentive to sell the Securities instead
of other investments. Furthermore, we and our affiliates establish the offering price of the Securities for initial sale to the public,
and the offering price is not based upon any independent verification or valuation.
In addition to the activities described
above, we will also act as the Calculation Agent for the Securities. As Calculation Agent, we will determine any values of the Underlying
and make any other determinations necessary to calculate any payments on the Securities. In making these determinations, we may be required
to make discretionary judgments, including determining whether a market disruption event has occurred on any date that the value of the
Underlying is to be determined; if the Underlying is discontinued or if the sponsor of the Underlying fails to publish the Underlying,
selecting a successor index or, if no successor index is available, determining any value necessary to calculate any payments on the Securities;
and calculating the value of the Underlying on any date of determination in the event of certain changes in or modifications to the Underlying.
In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Securities,
and any of these determinations may adversely affect any payments on the Securities.
Risks Relating
to the Estimated Value of the Securities and the Secondary Market
| t | There may be little or no secondary market for the Securities
— The Securities will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC
intend to make a secondary market for the Securities but are not required to do so, and may discontinue any such secondary market making
at any time, without notice. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
Securities easily. Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able
to trade your Securities is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank
PLC are willing to buy the Securities. The Securities are not designed to be short-term trading instruments. Accordingly, you should be
able and willing to hold your Securities to maturity. |
| t | Many economic and market factors will impact the value of the Securities
— Structured notes, including the Securities, can be thought of as securities that combine a debt instrument with one or more options
or other derivative instruments. As a result, the factors that influence the values of debt instruments and options or other derivative
instruments will also influence the terms and features of the Securities at issuance and their value in the secondary market. Accordingly,
in addition to the level of the Underlying on any day, the value of the Securities will be affected by a number of economic and market
factors that may either offset or magnify each other, including: |
| t | the expected volatility of the Underlying and the securities composing the Underlying; |
| t | the time to maturity of the Securities; |
| t | the market prices of, and dividend rates on, the securities composing the Underlying; |
| t | interest and yield rates in the market generally; |
| t | supply and demand for the Securities; |
| t | a variety of economic, financial, political, regulatory and judicial events; and |
| t | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
| t | The estimated value of your Securities is lower than the initial issue
price of your Securities — The estimated value of your Securities on the Trade Date is lower than the initial issue price
of your Securities. The difference between the initial issue price of your Securities and the estimated value of the Securities is a result
of certain factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions,
discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates
expect to earn in connection with structuring the Securities, the estimated cost that we may incur in hedging our obligations under the
Securities, and estimated development and other costs that we may incur in connection with the Securities. |
| t | The estimated value of your Securities might be lower if such estimated
value were based on the levels at which our debt securities trade in the secondary market — The estimated value of your
Securities on the Trade Date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary
from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated value
referenced above might be lower if such estimated value were based on the levels at which our benchmark debt securities trade in the secondary
market. Also, this difference in funding rate as well as certain factors, such as sales commissions, selling concessions, estimated costs
and profits mentioned below, reduces the economic terms of the Securities to you. |
| t | The estimated value of the Securities is based on our internal pricing
models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions —
The estimated value of your Securities on the Trade Date is based on our internal pricing models, which take into account a number of
variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not
evaluated or verified on an independent basis. Further, our pricing models may be different from other financial institutions’ pricing
models and the methodologies used by us to estimate the value of the Securities may not be consistent with those of other financial institutions
that may be purchasers or sellers of Securities in the secondary market. As a result, the secondary market price of your Securities may
be materially different from the estimated value of the Securities determined by reference to our internal pricing models. |
| t | The estimated value of your Securities is not a prediction of the prices
at which you may sell your Securities in the secondary market, if any, and such secondary market prices, if any, will likely be lower
than the initial issue price of your Securities and may be lower than the estimated value of your Securities — The estimated
value of the Securities will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties
may be willing to purchase the Securities from you in secondary market transactions (if they are willing to purchase, which they are not
obligated to do). The price at which you may be able to sell your Securities in the secondary market at any time will be influenced by
many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially
less than our estimated value of the Securities. Further, as secondary market prices of your Securities take into account the levels at
which our debt securities trade in the secondary market, and do not take into account our various costs related to the Securities such
as fees, commissions, discounts, and the costs of hedging our obligations under the Securities, secondary market prices of your Securities
will likely be lower than the initial issue price of your Securities. As a result, the price at which Barclays Capital Inc., other affiliates
of ours or third parties may be willing to purchase the Securities from you in secondary market transactions, if any, will likely be lower
than the price you paid for your Securities, and any sale prior to the Maturity Date could result in a substantial loss to you. |
| t | The temporary price at which we may initially buy the Securities in the
secondary market and the value we may initially use for customer account statements, if we provide any customer account statements at
all, may not be indicative of future prices of your Securities — Assuming that all relevant factors remain constant after
the Trade Date, the price at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary market (if Barclays
Capital Inc. makes a market in the Securities, which it is not obligated to do) and the value that we may initially use for customer account
statements, if we provide any customer account statements at all, may exceed our estimated value of the Securities on the Trade Date,
as well as the secondary market value of the Securities, for a temporary period after the initial issue date of the Securities. The price
at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary market and the value that we may initially use
for customer account statements may not be indicative of future prices of your Securities. Please see “Additional Information Regarding
Our Estimated Value of the Securities” on page PS-3 for further information. |
Hypothetical Examples and Return Table of the Securities at Maturity |
Hypothetical terms only. Actual terms may vary.
See the cover page for actual offering terms.
The examples and table below illustrate the payment at maturity for
a $10 principal amount Security on a hypothetical offering of Securities under various scenarios, with the assumptions set forth below.*
You should not take these examples or the table below as an indication or assurance of the expected performance of the Securities. The
examples and table below do not take into account any tax consequences from investing in the Securities. Numbers appearing in the examples
and table below have been rounded for ease of analysis.
Term: |
Approximately 2 years |
Hypothetical Initial Underlying Level: |
100.00 |
Upside Gearing: |
2.0 |
Maximum Gain: |
18.20% |
Hypothetical Downside Threshold: |
90.00 (90% of the hypothetical Initial Underlying Level) |
Buffer: |
10% |
| * | Terms used for purposes of these hypothetical examples do not represent the actual Initial Underlying Level, Downside Threshold or
Final Underlying Level. The hypothetical Initial Underlying Level of 100.00 has been chosen for illustrative purposes only and does not
represent the actual Initial Underlying Level. The actual Initial Underlying Level and Downside Threshold are set forth on the cover of
this pricing supplement, and the actual Final Underlying Level will be the Closing Level of the Underlying on the Final Valuation Date.
For historical Closing Levels of the Underlying, please see the historical information set forth under the section titled “S&P
500® Index” below. We cannot predict the Closing Level of the Underlying on any day during the term of the Securities,
including on the Final Valuation Date. |
Final Underlying Level |
Underlying
Return |
Payment
at Maturity |
Total Return on Securities
at Maturity1 |
180.00 |
80.00% |
$11.82 |
18.20% |
170.00 |
70.00% |
$11.82 |
18.20% |
160.00 |
60.00% |
$11.82 |
18.20% |
150.00 |
50.00% |
$11.82 |
18.20% |
140.00 |
40.00% |
$11.82 |
18.20% |
130.00 |
30.00% |
$11.82 |
18.20% |
120.00 |
20.00% |
$11.82 |
18.20% |
110.00 |
10.00% |
$11.82 |
18.20% |
109.10 |
9.10% |
$11.82 |
18.20% |
105.00 |
5.00% |
$11.00 |
10.00% |
102.50 |
2.50% |
$10.50 |
5.00% |
101.00 |
1.00% |
$10.20 |
2.00% |
100.00 |
0.00% |
$10.00 |
0.00% |
95.00 |
-5.00% |
$10.00 |
0.00% |
90.00 |
-10.00% |
$10.00 |
0.00% |
80.00 |
-20.00% |
$9.00 |
-10.00% |
70.00 |
-30.00% |
$8.00 |
-20.00% |
60.00 |
-40.00% |
$7.00 |
-30.00% |
50.00 |
-50.00% |
$6.00 |
-40.00% |
40.00 |
-60.00% |
$5.00 |
-50.00% |
30.00 |
-70.00% |
$4.00 |
-60.00% |
20.00 |
-80.00% |
$3.00 |
-70.00% |
10.00 |
-90.00% |
$2.00 |
-80.00% |
0.00 |
-100.00% |
$1.00 |
-90.00% |
1 |
The “total return” is the number, expressed as a percentage, that results from comparing the payment at maturity per Security to the purchase price of $10 per Security. |
Example 1
— The Closing Level of the Underlying increases 2.50% from the Initial Underlying Level of 100.00 to a Final Underlying Level of
102.50, resulting in an Underlying Return of 2.50%.
Because the Underlying Return of 2.50% is positive and such Underlying
Return multiplied by the Upside Gearing of 2.0 is less than the Maximum Gain of 18.20%, the Issuer will pay a payment at maturity calculated
as follows per Security:
$10 + ($10 × the lesser of (a) Underlying
Return × Upside Gearing and (b) the Maximum Gain)
$10 + ($10 × 2.50% × 2.0) = $10 + $0.50
= $10.50
The payment at maturity of $10.50 per Security represents a total return
on the Securities of 5.00%.
Example 2
— The Closing Level of the Underlying increases 20.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of
120.00, resulting in an Underlying Return of 20.00%.
Because the Underlying Return of 20.00% is positive and such Underlying
Return multiplied by the Upside Gearing of 2.0 is greater than the Maximum Gain of 18.20%, the Issuer will pay a payment at maturity calculated
as follows per Security:
$10 + ($10 × the lesser of (a) Underlying
Return × Upside Gearing and (b) the Maximum Gain)
$10 + ($10 × 18.20%) = $10 + $1.82 = $11.82
The payment at maturity of $11.82 per Security, which is the maximum
payment on the Securities, represents a total return on the Securities equal to the Maximum Gain of 18.20%.
Example 3
— The Closing Level of the Underlying decreases 10.00% from the Initial Underlying Level of 100.00 to a Final Underlying
Level of 90.00, resulting in an Underlying Return of -10.00%.
Because the Underlying Return is negative but the Final Underlying Level
is greater than or equal to the Downside Threshold, the Issuer will repay the full principal amount at maturity of $10.00 per Security.
The payment at maturity of $10.00 per Security represents a total return
on the Securities of 0.00%.
Example 4
— The Closing Level of the Underlying decreases 60.00% from the Initial Underlying Level of 100.00 to a Final Underlying
Level of 40.00, resulting in an Underlying Return of -60.00%.
Because the Underlying Return is negative and the Final Underlying Level
is less than the Downside Threshold, the Issuer will pay a payment at maturity calculated as follows per Security:
$10 + [$10 × (Underlying Return + 10%)]
$10 + [$10 × (-60.00% + 10%)] = $10 + -$5
= $5.00
The payment at maturity of $5.00 per Security represents a loss on the
Securities of 50.00%, which reflects the Underlying Return of -60.00% plus the Buffer of 10%.
If the Underlying Return is negative and the Final Underlying Level
is less than the Downside Threshold, at maturity the Issuer will repay less than the full principal amount, resulting in a loss of 1%
of principal for every 1% decline in the Underlying in excess of the Buffer. Investors could lose up to 90% of their principal amount.
What Are the Tax Consequences of an Investment in the Securities? |
You should review carefully the sections in
the accompanying prospectus supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes
Treated as Prepaid Forward or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S.
Holders.” The following discussion, when read in combination with those sections, constitutes the full opinion of our special tax
counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Securities.
The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.
Based on current market conditions, in the
opinion of our special tax counsel, it is reasonable to treat the Securities for U.S. federal income tax purposes as prepaid forward contracts
with respect to the Underlying. Assuming this treatment is respected, upon a sale or exchange of the Securities (including redemption
at maturity), you should recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and
your tax basis in the Securities, which should equal the amount you paid to acquire the Securities. This gain or loss on your Securities
should be treated as long-term capital gain or loss if you hold your Securities for more than a year, whether or not you are an initial
purchaser of Securities at the original issue price. However, the IRS or a court may not respect this treatment, in which case the timing
and character of any income or loss on the Securities could be materially and adversely affected. In addition, in 2007 the U.S. Treasury
Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts”
and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the
term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect
to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the
degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax;
and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate
to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments
on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these
issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect.
You should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Securities, including possible
alternative treatments and the issues presented by this notice.
Non-U.S. holders. Insofar as we have
responsibility as a withholding agent, we do not intend to treat payments on the Securities to non-U.S. holders (as defined in the accompanying
prospectus supplement) as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required to provide
appropriate Forms W-8 or other documentation in order to establish an exemption from backup withholding, as described under the heading
“—Information Reporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required,
we will not be required to pay any additional amounts with respect to amounts withheld.
Treasury regulations under Section 871(m) generally
impose a withholding tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent
IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a “delta of one”
with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying
Security”). Based on our determination that the Securities do not have a “delta of one” within the meaning of the regulations,
our special tax counsel is of the opinion that these regulations should not apply to the Securities with regard to non-U.S. holders. Our
determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application
may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security.
You should consult your tax advisor regarding the potential application of Section 871(m) to the Securities.
The Underlying consists of stocks of 500 companies
selected to provide a performance benchmark for the U.S. equity markets. For more information about the Underlying, see “Indices—The
S&P U.S. Indices” in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Underlying
from January 2, 2014 through August 15, 2024, based on the daily Closing Levels of the Underlying. The Closing Level of the Underlying
on August 15, 2024 was 5,543.22. The dotted line represents the Downside Threshold of 4,988.90, which is equal to 90% of the Initial Underlying
Level.
We obtained the Closing Levels of the Underlying
from Bloomberg Professional® service, without independent verification. Historical performance of the Underlying should
not be taken as an indication of future performance. Future performance of the Underlying may differ significantly from historical performance,
and no assurance can be given as to the Closing Level of the Underlying during the term of the Securities, including on the Final Valuation
Date. We cannot give you assurance that the performance of the Underlying will not result in a loss on your initial investment.
![](https://www.sec.gov/Archives/edgar/data/312070/000095010324012382/image_013.gif)
PAST PERFORMANCE
IS NOT INDICATIVE OF FUTURE RESULTS.
Supplemental Plan of Distribution |
We have agreed to sell to Barclays Capital
Inc. and UBS Financial Services Inc., together the “Agents,” and the Agents have agreed to purchase, all of the Securities
at the initial issue price less the underwriting discount indicated on the cover of this pricing supplement. UBS Financial Services Inc.
may allow a concession not in excess of the underwriting discount set forth on the cover of this pricing supplement to its affiliates.
We or our affiliates have entered or will enter
into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with
the sale of the Securities and the Agents and/or an affiliate may earn additional income as a result of payments pursuant to the swap,
or related hedge transactions.
We have agreed to indemnify the Agents against
liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents
may be required to make relating to these liabilities as described in the prospectus and the prospectus supplement. We have agreed that
UBS Financial Services Inc. may sell all or a part of the Securities that it purchases from us to its affiliates at the price that is
indicated on the cover of this pricing supplement.
We expect that delivery of the Securities will
be made against payment for the Securities on the Settlement Date, which is more than one business day following the Trade Date. Notwithstanding
anything to the contrary in the accompanying prospectus supplement, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended,
effective May 28, 2024, trades in the secondary market generally are required to settle in one business day, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities on any date prior to one business day before
delivery will be required to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor.
Validity of the Securities |
In the opinion of Davis Polk & Wardwell
LLP, as special United States products counsel to Barclays Bank PLC, when the Securities offered by this pricing supplement have been
executed and issued by Barclays Bank PLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as
contemplated herein, such Securities will be valid and binding obligations of Barclays Bank PLC, enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of
bad faith) and possible judicial or regulatory actions or application giving effect to governmental actions or foreign laws affecting
creditors’ rights, provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is
limited to the laws of the State of New York. Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell
LLP has relied, with Barclays Bank PLC’s permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of July 12,
2024, filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on July 12, 2024, and this opinion is subject to the same assumptions,
qualifications and limitations as set forth in such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject
to customary assumptions about the trustee’s authorization, execution and delivery of the indenture and its authentication of the
Securities and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion
of Davis Polk & Wardwell LLP, dated July 12, 2024, which has been filed as an exhibit to the report on Form 6-K referred to above.
Exhibit
107.1
Calculation
of Filing Fee Table
F-3
(Form Type)
Barclays
Bank PLC
(Exact Name of Registrant as Specified in its Charter)
Table
1—Newly Registered Securities
|
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee |
Fees
to be Paid |
Debt |
Global
Medium-Term Notes, Series A |
457(r) |
1,272,515 |
$10 |
$12,725,150 |
0.0001476 |
$1,878.23 |
The
pricing supplement to which this Exhibit is attached is a final prospectus for the related offering.
iPath Series B S&P 500 V... (AMEX:VXX)
過去 株価チャート
から 7 2024 まで 8 2024
iPath Series B S&P 500 V... (AMEX:VXX)
過去 株価チャート
から 8 2023 まで 8 2024