TIDM33JE
RNS Number : 5424Y
Barclays Bank PLC
03 January 2024
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 3,000,000 Securities due January 2029
pursuant to the Global Structured Securities Programme UK Base
Prospectus dated 17 April 2023 (the "Base Prospectus")
Series: NX00379886 | ISIN: XS2648301179
under the Global Structured Securities Programme
This notice relates to the original final terms for ISIN
XS2648301179 dated 3 November 2023 (the "Original Final Terms"),
which are being replaced by the amended and restated final terms
dated 3 January 2024 (the "Amended and Restated Final Terms").
The following elements in the Original Final Terms and
accompanying summary have been amended in the Amended and Restated
Final Terms to reflect the increased Aggregate Nominal Amount:
1. In Part A, line item 8 (Issue Price) is amended to the extent
that the percentage "1.50%" is deleted and replaced with "1.25%";
and
2. In the Summary, the second paragraph under the heading
'Description of any interest material to the issue/offer, including
conflicting interests' is amended to the extent that the percentage
"1.50%" is deleted and replaced with "1.25%".
The above amendments do not affect the Conditions of the
Securities in any respect. The rest of the Original Final Terms
remains unchanged.
Capitalised terms used but not otherwise defined herein shall
have the meanings given to them in the Amended and Restated Final
Terms, as read in conjunction with the GSSP UK Base Prospectus
dated 17 April 2023.
A copy of the Amended and Restated Final Terms is exhibited at
the end of this Notice.
For further information, please contact:
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
The date of this notice is 3 January 2024.
DISCLAIMER - INTED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Amended and
Restated Final Terms, and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other
use of the Amended and Restated Final Terms, or the Base Prospectus
which the Amended and Restated Final Terms must be read in
conjunction with.
NEITHER THE AMED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY
BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY
NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMED AND RESTATED
FINAL TERMS AND BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE
UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN,
AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THIS
NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMED AND
RESTATED FINAL TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF
THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH offers or
solicitations are not permitted by law. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information contained in the Amended and
Restated Final Terms and Base Prospectus may be addressed to and/or
targeted at persons who are residents of particular countries (as
specified in the Amended and Restated Final Terms and Base
Prospectus) only and is not intended for use and should not be
relied upon by any person outside these countries and/or to whom
the offer contained in the Amended and Restated Final Terms and
Base Prospectus is not addressed. Prior to relying on the
information contained in the Amended and Restated Final Terms and
Base Prospectus you must ascertain whether or not you are part of
the intended addressees of the information contained therein.
Confirmation of your Representation: In order to be eligible to
view the Amended and Restated Final Terms and Base Prospectus or
make an investment decision with respect to the Securities, you
must be a person other than a U.S. person (within the meaning of
Regulation S under the Securities Act) and by accessing the Amended
and Restated Final Terms and Base Prospectus you shall be deemed to
have represented that (i) you and any customers you represent are
not U.S. persons (as defined in Regulation S to the Securities Act)
and (ii) you consent to delivery of the Amended and Restated Final
Terms and Base Prospectus and any amendments or supplements thereto
via electronic transmission.
You are reminded that the Amended and Restated Final Terms and
Base Prospectus have been made available to you on the basis that
you are a person into whose possession the Amended and Restated
Final Terms and Base Prospectus may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the
Amended and Restated Final Terms or Base Prospectus, electronically
or otherwise, to any other person.
The Amended and Restated Final Terms and Base Prospectus have
been made available to you in an electronic form. You are reminded
that documents transmitted via this medium may be altered or
changed during the process of electronic transmission and
consequently none of the Issuer, its advisers nor any person who
controls any of them nor any director, officer, employee nor agent
of it or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the
Amended and Restated Final Terms and Base Prospectus made available
to you in electronic format and the hard copy versions available to
you on request from the Issuer.
Amended and Restated Final Terms dated 3 January 2024
(amending and restating the Final Terms dated 3 November
2023)
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Securities
are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to,
any retail investor in the European Economic Area. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, the "EU MiFID II "); (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of the EU MiFID II; or (iii)
not a qualified investor as defined in Regulation (EU) 2017/1129
(as amended, the "EU Prospectus Regulation "). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "EU PRIIPs Regulation ") for offering or selling the
Securities or otherwise making them available to retail investors
in the European Economic Area has been prepared and therefore
offering or selling the Securities or otherwise making them
available to any retail investor in the European Economic Area may
be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO SWISS RETAIL INVESTORS - The Securities
are not intended to be offered, sold or otherwise made available to
and may not be offered, sold or otherwise made available to any
retail investor in Switzerland. For these purposes a "retail
investor means a person who is not a professional or institutional
client, as defined in article 4 para. 3, 4 and 5 and article 5
para. 1 and 2 of the Swiss Federal Act on Financial Services of 15
June 2018, as amended ("FinSA "). Consequently, no key information
document required by FinSA for offering or selling the Securities
or otherwise making them available to retail investors in
Switzerland has been prepared and therefore, offering or selling
the Securities or making them available to retail investors in
Switzerland may be unlawful under FinSA.
The Securities may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the FinSA and no
application has or will be made to admit the Securities to trading
on any trading venue (exchange or multilateral trading facility) in
Switzerland. Neither the Base Prospectus, the Final Terms nor any
other offering or marketing material relating to the Securities
constitute a prospectus pursuant to the FinSA, and neither the Base
Prospectus, the Final Terms nor any other offering or marketing
material relating to the Securities may be publicly distributed or
otherwise made publicly available in Switzerland.
The Securities and, as applicable, the Entitlements, have not
been and will not be, at any time, registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other
jurisdiction of the United States. The Securities may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) ("U.S. persons"), except in
certain transactions exempt from the registration requirements of
the Securities Act and applicable state securities laws. The
Securities are being offered and sold outside the United States to
non-U.S. persons in reliance on Regulation S. Trading in the
Securities and, as applicable, the Entitlements, has not been
approved by the U.S. Commodity Futures Trading Commission under the
U.S. Commodity Exchange Act of 1936, as amended (the "Commodity
Exchange Act"), and the rules and regulations promulgated
thereunder.
Amended and Restated Final Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 3,000,000 Securities due January 2029 pursuant to the Global
Structured Securities Programme (the "Tranche 1 Securities")
Issue Price: 100 per cent.
This document constitutes the amended and restated final terms
of the Securities (the "Final Terms " or the "Amended and Restated
Final Terms") described herein for the purposes of Article 8 of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended) and
regulations made thereunder (as amended, the "UK Prospectus
Regulation ") and is prepared in connection with the Global
Structured Securities Programme established by Barclays Bank PLC
(the "Issuer "). These Amended and Restated Final Terms is
supplemental to and should be read in conjunction with the GSSP UK
Base Prospectus which constitutes a base prospectus drawn up as
separate documents (including the Registration Document dated 6
March 2023 as supplemented on 28 July 2023 and the Securities Note
relating to the GSSP UK Base Prospectus dated 17 April 2023) for
the purposes of Article 8(6) of the UK Prospectus Regulation (the
"Base Prospectus"). Full information on the Issuer and the offer of
the Securities is only available on the basis of the combination of
these Amended and Restated Final Terms and the Base Prospectus. A
summary of the individual issue of the Securities is annexed to
these Amended and Restated Final Terms.
The Base Prospectus, any supplements thereto are available for
viewing at
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses
and during normal business hours at the registered office of the
Issuer and the specified office of the Issue and Paying Agent for
the time being in London, and copies may be obtained from such
office.
The Registration Document and the supplements thereto are
available for viewing at:
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocument
and
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocumentsupplement
.
Words and expressions defined in the Base Prospectus and not
defined in the Amended and Restated Final Terms shall bear the same
meanings when used herein.
BARCLAYS
Amended and Restated Final Terms dated 3 January 2024
(replacing the Final Terms dated 3 November 2023)
PART A - CONTRACTUAL TERMS
1. (a) (a) Series number: NX00379886
(b) (b) Tranche number: 1
2. Currencies:
(a) Issue Currency: Pounds sterling ("GBP")
(b) Settlement Currency: GBP
3. Exchange Rate: Not Applicable
4. Securities: Notes
5. Notes: Applicable
(a) (c) Aggregate Nominal
Amount as at the Issue
Date:
(i) (i) Tranche: GBP 3,000,000
(ii) (ii) Series: GBP 3,000,000
(b) (d) Specified Denomination: GBP 1
(e)
(c) (f) Minimum Tradable Not Applicable
Amount:
6. Certificates: Not Applicable
7. Calculation Amount: GBP 1
8. Issue Price: 100% of the Specified Denomination
The Issue Price includes
a commission element payable
by the Issuer to the Authorised
Offeror which will be no
more than 1.25% of the Issue
Price and relates solely
to the initial design, arrangement,
manufacture and custody of
the Securities by the Authorised
Offeror.
Investors in the Securities
intending to invest through
an intermediary (including
by way of introducing broker)
should request details of
any such commission or fee
payment from such intermediary
before making any purchase
hereof.
9. Issue Date: 5 January 2024
10. Scheduled Settlement 5 January 2029 (the "Scheduled
Date: Settlement Date"), subject
to adjustment in accordance
with the Business Day Convention
11. Type of Security: Index Linked Securities
12. Relevant Annex(es) which Equity Linked Annex
apply to the Securities:
13. Underlying Performance Worst-of
Type:
Provisions relating to interest (if any) payable
14. Interest Type: Phoenix without memory
15. (a) Fixed Interest Type: Fixed Amount
(b) Fixed Interest Rate: 2.1625 per cent.
(c) Floating Rate Determination Not Applicable
- CMS Rate:
(d) Floating Rate Determination Not Applicable
- Reference Rate:
(e) Fixed Interest Determination Not Applicable
Date(s):
(f) Interest Determination Not Applicable
Date(s):
(g) Interest Valuation Date(s): The dates set out in Table
1 below in the column entitled
'Interest Valuation Date'.
(h) Fixing Business Day: Not Applicable
(i) Interest Payment Date(s): The dates set out in Table
1 below in the column entitled
'Interest Payment Date',
each date subject to adjustment
in accordance with the Business
Day Convention.
(j) T: Not Applicable
(k) Observation Date(s): Not Applicable
(l) Interest Barrier Percentage: 80.00 per cent.
(m) Lower Barrier: Not Applicable
(n) Lower Barrier Percentage: Not Applicable
(o) Upper Barrier: Not Applicable
(p) Knock-out Barrier Percentage: Not Applicable
(q) Day Count Fraction: Not Applicable
(r) Interest Period End Not Applicable
Dates:
(s) Interest Commencement Not Applicable
Date:
Table 1
Interest Valuation Interest Payment
Date(s): Date(s)
19 March 2024 4 April 2024
-----------------
20 June 2024 4 July 2024
-----------------
19 September 3 October
2024 2024
-----------------
19 December 7 January
2024 2025
-----------------
19 March 2025 2 April 2025
-----------------
20 June 2025 4 July 2025
-----------------
19 September 3 October
2025 2025
-----------------
19 December 7 January
2025 2026
-----------------
19 March 2026 2 April 2026
-----------------
22 June 2026 6 July 2026
-----------------
21 September 5 October
2026 2026
-----------------
21 December 7 January
2026 2027
-----------------
19 March 2027 6 April 2027
-----------------
21 June 2027 5 July 2027
-----------------
20 September 4 October
2027 2027
-----------------
20 December 6 January
2027 2028
-----------------
20 March 2028 3 April 2028
-----------------
20 June 2028 4 July 2028
-----------------
19 September 3 October
2028 2028
-----------------
19 December 5 January
2028 2029
-----------------
(t) Zero Coupon: Not Applicable
(u) Range Accrual Factor: Not Applicable
(v) Rolled Up Interest: Not Applicable
(w) Switch Option: Not Applicable
(x) Conversion Option: Not Applicable
(y) Global Floor: Not Applicable
Provisions relating to Automatic Settlement (Autocall)
16. Automatic Settlement Applicable
(Autocall):
17. (a) Autocall Barrier Percentage: 100.00 per cent.
(b) Autocall Valuation Date(s): Each date set out in Table
2 below in the column entitled
'Autocall Valuation Date'.
(c) Autocall Settlement Each date set out in Table
Date(s): 2 below in the column entitled
'Autocall Settlement Date',
each date subject to adjustment
in accordance with the Business
Day Convention.
Table 2
Autocall Valuation Autocall Settlement
Date(s): Date(s):
19 December 7 January 2026
2025
--------------------
19 March 2026 2 April 2026
--------------------
22 June 2026 6 July 2026
--------------------
21 September 5 October 2026
2026
--------------------
21 December 7 January 2027
2026
--------------------
19 March 2027 6 April 2027
--------------------
21 June 2027 5 July 2027
--------------------
20 September 4 October 2027
2027
--------------------
20 December 6 January 2028
2027
--------------------
20 March 2028 3 April 2028
--------------------
20 June 2028 4 July 2028
--------------------
19 September 3 October 2028
2028
--------------------
18. Optional Early Settlement Not Applicable
Event: General Condition
12 (Optional Early Settlement)
19. Option Type: Not Applicable
Provisions relating to Final Settlement
20. (a) Final Settlement Type: European Barrier
(b) Settlement Method: Cash
(c) Trigger Event Type: Not Applicable
(d) Final Barrier Percentage: Not Applicable
(e) Strike Price Percentage: 100%
(f) Knock-in Barrier Percentage: 65%
(g) Knock-in Barrier Period Not Applicable
Start Date:
(h) Knock-in Barrier Period Not Applicable
End Date:
(i) Lower Strike Price Percentage: Not Applicable
(j) Participation: Not Applicable
(k) Cap: Not Applicable
(l) Protection Level: Not Applicable
Provisions relating to Nominal Call Event
21. Nominal Call Event: Not Applicable
(a) Nominal Call Threshold Not Applicable
Percentage:
Provisions relating to the Underlying Asset(s)
22. Underlying Asset:
(a) Share: Not Applicable
(b) Index: The Indices set out in Table
3 below in the column entitled
'Index'
(i) Exchange: The Exchanges set out in
Table 3 below in the column
entitled 'Exchange'.
(ii) Related Exchange: In respect of each Index,
all Exchanges
(iii) Underlying Asset The Underlying Asset Currencies
Currency: set out in Table 3 below
in the column entitled 'Underlying
Asset Currency'.
(iv) Bloomberg Screen: The Bloomberg Screens set
out in Table 3 below in the
column entitled 'Bloomberg
Screen'.
(v) Refinitiv Screen Not Applicable
Page:
(vi) Index Sponsor: The Index Sponsors set out
in Table 3 below in the column
entitled 'Index Sponsor'.
(vii) Pre-nominated Not Applicable
Index:
Table 3
Index: Exchange: Bloomberg Index Sponsor: Underlying
Screen: Asset Currency:
FTSE(R) 100 London Stock UKX FTSE GBP
INDEX Exchange International
Limited
S&P 500(R) Multi-exchange SPX S&P Dow Jones USD
Index Indices LLC
(c) (i) Inflation Index: Not Applicable
(d) (ii) Fund: Not Applicable
23. Initial Price The Valuation Price of the
Underlying Asset on the Initial
Valuation Date for such Underlying
Asset
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 19 December 2023
24. Final Valuation Price: The Valuation Price of the
Underlying Asset on the Final
Valuation Date
(a) Averaging-out: Not Applicable
(b) Min Lookback-out: Not Applicable
(c) Max Lookback-out: Not Applicable
(d) Final Valuation Date: 19 December 2028
Provisions relating to disruption events and taxes
and expenses
25. Consequences of a Disrupted Not Applicable
Day (in respect of an
Averaging Date or Lookback
Date):
26. Additional Disruption
Event:
(a) Change in Law: Applicable as per General
Condition 37.1 (Definitions)
(b) Currency Disruption Applicable as per General
Event: Condition 37.1 (Definitions)
(c) Issuer Tax Event: Applicable as per General
Condition 37.1 (Definitions)
(d) Extraordinary Market Applicable as per General
Disruption: Condition 37.1 (Definitions)
(e) Hedging Disruption: Applicable as per General
Condition 37.1 (Definitions)
(f) Increased Cost of Hedging: Not Applicable
(g) Affected Jurisdiction Not Applicable
Hedging Disruption:
(h) Affected Jurisdiction Not Applicable
Increased Cost of Hedging:
(i) Increased Cost of Stock Not Applicable
Borrow:
(j) Loss of Stock Borrow: Not Applicable
(k) Foreign Ownership Event: Not Applicable
(l) Fund Disruption Event: Not Applicable
27. Unlawfuless and Impracticability: Limb (ii) of Condition 26
of the General Conditions:
Applicable
28. Early Cash Settlement Market Value
Amount:
29. Early Settlement Notice As set out in General Condition
Period Number: 37.1 (Definitions)
30. Unwind Costs: Applicable
31. Settlement Expenses: Not Applicable
32. FX Disruption Event: Not Applicable
33. Local Jurisdiction Taxes Not Applicable
and Expenses:
General provisions
34. Form of Securities: Global Bearer Securities:
Permanent Global Security
CDIs: Not Applicable
35. Trade Date: 27 October 2023
36. Taxation Gross Up: Applicable
37. 871(m) Securities: The Issuer has determined
that the Securities (without
regard to any other transactions)
should not be subject to
U.S. withholding tax under
Section 871(m) of the U.S.
Internal Revenue Code and
regulations promulgated thereunder.
38. (i) Prohibition of Sales Not Applicable
to UK Retail Investors:
(ii) Prohibition of Applicable - see the cover
Sales to EEA Retail page of these Final Terms
Investors:
(iii) Prohibition of Applicable - see the cover
Sales to Swiss Retail page of these Final Terms
Investors:
39. Business Day: As defined in General Condition
37.1 (Definitions)
40. Business Day Convention: Following
41. Determination Agent: Barclays Bank PLC
42. Registrar: Not Applicable
43. CREST Agent: Not Applicable
44. Transfer Agent: Not Applicable
45. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting Not Applicable
agreement:
(c) Names and addresses Not Applicable
of secondary trading
intermediaries and main
terms of commitment:
46. Governing law: English law
47. Relevant Benchmark: Amounts payable under the
Securities may be calculated
by reference to FTSE 100
Index, which is provided
by FTSE International Limited
(the "Administrator"). As
at the date of this Final
Terms, the Administrator
appears on the register of
administrators and benchmarks
established and maintained
by the Financial Conduct
Authority ("FCA") pursuant
to Article 36 of the Benchmarks
Regulation (Regulation (EU)
2016/1011) as it forms part
of UK domestic law by virtue
of the European (Withdrawal)
Act 2018 (as amended) (as
amended, the "UK Benchmarks
Regulation").
Amounts payable under the
Securities may be calculated
by reference to S&P 500 Index
which is provided by Dow
Jones Indices LLC (the "Administrator").
As at the date of this Final
Terms, the Administrator
does not appear on the register
of administrators and benchmarks
established and maintained
by the Financial Conduct
Authority ("FCA") pursuant
to Article 36 of the Benchmarks
Regulation (Regulation (EU)
2016/1011) as it forms part
of UK domestic law by virtue
of the European (Withdrawal)
Act 2018 (as amended) (as
amended, the "UK Benchmarks
Regulation").
As far as the Issuer is aware
the transitional provisions
in Article 51 of the UK Benchmarks
Regulation apply, such that
S&P Dow Jones Indices LLC
is not currently required
to obtain authorisation or
registration (or, if located
outside the United Kingdom,
recognition, endorsement
or equivalence).
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(a) Listing and Admission Application will be made by the
to Trading: Issuer (or on its behalf) for the
Securities to be listed on the
official list and admitted to trading
on the Regulated Market of the
London Stock Exchange with effect
from the Issue Date.
(b) Estimate of total GBP 395
expenses related to
admission to trading:
2. RATINGS
Ratings: The Securities have not been individually
rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN
THE OFFER
Save for any fees payable to the Manager and save
as discussed in risk factor 6 (RISKS ASSOCIATED WITH
CONFLICTS OF INTEREST AND DISCRETIONARY POWERS OF
THE ISSUER AND THE DETERMINATION), so far as the Issuer
is aware, no person involved in the offer of the Securities
has an interest material to the offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND
TOTAL EXPENSES
(a) Reasons for the General funding
offer:
(b) Use of proceeds: Not Applicable
5. YIELD
6. Not Applicable
7. PERFORMANCE OF UNDERLYING ASSET, AND OTHER INFORMATION
CONCERNING THE UNDERLYING ASSET
Bloomberg Screen in respect of FTSE 100 Index: UKX
<Index> and in respect of S&P 500(R) Index Index:
SPX <Index>
Index Disclaimer: FTSE(R) 100 Index, S&P 500(R) Index
8. POST-ISSUANCE INFORMATION
9. The Issuer will not provide any post-issuance information
with respect to the Underlying Asset, unless required
to do so by applicable law or regulation.
10. OPERATIONAL INFORMATION
(a) ISIN: XS2648301179
(b) Common Code: 264830117
(c) Relevant Clearing Euroclear, Clearstream
System(s) and the
relevant identification
number(s):
(d) Delivery: Delivery free of payment.
(e) Name and address Not Applicable
of additional Paying
Agent(s):
11. TERMS AND CONDITIONS OF THE OFFER
Authorised Offer(s)
(a) Public Offer: An offer of the Securities may
be made, subject to the conditions
set out below by the Authorised
Offeror(s) (specified in (b) immediately
below) other than pursuant to section
86 of the FSMA during the Offer
Period (specified in (d) immediately
below) subject to the conditions
set out in the Base Prospectus
and in (e) immediately below.
(b) Name(s) and address(es), Each financial intermediary specified
to the extent known in (i) and (ii) below:
to the Issuer, of (i) Specific consent: Meteor Asset
the placers in the Management Limited (the "Initial
various countries Authorised Offeror(s)" ) and each
where the offer takes financial intermediary expressly
place (together the named as an Authorised Offeror
"Authorised Offeror(s) on the Issuer's website
"): (https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-f
inal-terms);
and
(ii) General consent: Not Applicable
(c) Offer period for From and including 3 November 2023
which use of the Base to and including 19 December 2023
Prospectus is authorised
by the Authorised
Offeror(s) (the "Offer
Period ) "):
(d) Other conditions Not Applicable
for use of the Base
Prospectus by the
Authorised Offeror(s):
Other terms and conditions of the offer
(a) Offer Price: The Issue Price
(b) Total amount of GBP 3,000,000
offer:
(c) Conditions to In the event that during the Offer
which the offer is Period, the requests exceed the
subject: amount of the offer to prospective
investors, the Issuer will proceed
to early terminate the Offer Period
and will immediately suspend the
acceptances of further requests.
The Issuer reserves the right to
withdraw the offer for Securities
at any time prior to the end of
the Offer Period.
Following withdrawal of the offer,
if any application has been made
by any potential investor, each
such potential investor shall not
be entitled to subscribe or otherwise
acquire the Securities and any
applications will be automatically
cancelled and any purchase money
will be refunded to the applicant
by the Authorised Offeror in accordance
with the Authorised Offeror's usual
procedures.
The effectiveness of the offer
is subject to the adoption of the
resolution of admission to trading
of the Securities on London Stock
Exchange on or around the Issue
Date. As such, the Issuer undertakes
to file the application for the
Securities to be admitted to trading
on the London Stock Exchange in
time for the adoption of such resolution.
(d) Time period, including The Offer Period
any possible amendments,
during which the offer
will be open and description
of the application
process:
(e) Description of An offer of the Securities may
the application process: be made by the Manager or the Authorised
Offeror other than pursuant to
section 86 of the FSMA in the United
Kingdom and the Channel Islands
(the "Public Offer Jurisdiction")
during the Offer Period.
Applications for the Securities
can be made in the Public Offer
Jurisdiction through the Authorised
Offeror during the Offer Period.
The Securities will be placed into
the Public Offer Jurisdiction by
the Authorised Offeror. Distribution
will be in accordance with the
Authorised Offeror's usual procedures,
notified to investors by the Authorised
Offeror.
(f) Details of the The minimum and maximum amount
minimum and/or maximum of application from the Authorised
amount of application: Offeror will be notified to investors
by the Authorised Offeror.
(g) Description of Not Applicable
possibility to reduce
subscriptions and
manner for refunding
excess amount paid
by applicants:
(h) Details of method Investors will be notified by the
and time limits for Authorised Offeror of their allocations
paying up and delivering of Securities and the settlement
the Securities: arrangements in respect thereof.
(i) Manner in and Investors will be notified by the
date on which results Authorised Offeror of their allocations
of the offer are to of Securities and the settlement
be made public: arrangements in respect thereof.
(j) Procedure for Not Applicable
exercise of any right
of pre-emption, negotiability
of subscription rights
and treatment of subscription
rights not exercised:
(k) Whether tranche(s) N/A
have been reserved
for certain countries:
(l) Process for notification Applicants will be notified directly
to applicants of the by the Authorised Offeror of the
amount allotted and success of their application. No
indication whether dealings in the Securities may
dealing may begin take place prior to the Issue Date.
before notification
is made:
(m) Amount of any Prior to making any investment
expenses and taxes decision, investors should seek
specifically charged independent professional advice
to the subscriber as they deem necessary.
or purchaser:
(n) Name(s) and address(es), Meteor Asset Management Limited
to the extent known 24/25 The Shard,
to the Issuer, of 32 Bridge Street,
the placers in the London SE1 9SG
various countries United Kingdom
where the offer takes
place:
SUMMARY
INTRODUCTION AND WARNINGS
The Summary should be read as an introduction to the Prospectus.
Any decision to invest in the Securities should be based on consideration
of the Prospectus as a whole by the investor. In certain circumstances,
the investor could lose all or part of the invested capital. Civil
liability attaches only to those persons who have tabled the Summary,
including any translation thereof, but only where the Summary is
misleading, inaccurate or inconsistent when read together with
the other parts of the Prospectus or it does not provide, when
read together with the other parts of the Prospectus, key information
in order to aid investors when considering whether to invest in
the Securities.
You are about to purchase a product that is not simple and may
be difficult to understand .
Securities : GBP 3,000,000 Securities due January 2029 pursuant
to the Global Structured Securities Programme (ISIN: XS2648301179
) (the " Securities ").
The Issuer : The Issuer is Barclays Bank PLC. Its registered office
is at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone
number: +44 (0)20 7116 1000) and its Legal Entity Identifier ("
LEI ") is G5GSEF7VJP5I7OUK5573
The Authorised Offeror : The Authorised Offeror is Meteor Asset
Management Limited with its address at 24/25 The Shard, 32 London
Bridge Street, London SE1 9SG , United Kingdom (telephone number:
+44 (0)20 7904 1010 ) and its LEI is 2138008UN4KBVG2LGA27 .
Competent authority: The Base Prospectus was approved on 17 April
2023 by the United Kingdom Financial Conduct Authority of 12 Endeavour
Square, London, E20 1JN, United Kingdom (telephone number: +44
(0)20 7066 1000).
KEY INFORMATION ON THE ISSUER
Who is the Issuer of the Securities?
Domicile and legal form of the Issuer: Barclays Bank PLC (the
"Issuer ") is a public limited company registered in England and
Wales under number 1026167. The liability of the members of the
Issuer is limited. It has its registered and head office at 1 Churchill
Place, London, E14 5HP, United Kingdom (telephone number +44 (0)20
7116 1000). The Legal Entity Identifier (LEI) of the Issuer is
G5GSEF7VJP5I7OUK5573.
Principal activities of the Issuer: The Group's businesses include
consumer banking and payments operations around the world, as well
as a global corporate and investment bank. The Group comprises
of Barclays PLC together with its subsidiaries, including the Issuer.
The Issuer's principal activity is to offer products and services
designed for larger corporate, wholesale and international banking
clients.
The term the "Group " mean Barclays PLC together with its subsidiaries
and the term "Barclays Bank Group " means Barclays Bank PLC together
with its subsidiaries.
Major shareholders of the Issuer: The whole of the issued ordinary
share capital of the Issuer is beneficially owned by Barclays PLC.
Barclays PLC is the ultimate holding company of the Group.
Identity of the key managing directors of the Issuer: The key
managing directors of the Issuer are C.S. Venkatakrishnan (Chief
Executive Officer and Executive Director) and Anna Cross (Executive
Director).
Identity of the statutory auditors of the Issuer: The statutory
auditors of the Issuer are KPMG LLP ("KPMG "), chartered accountants
and registered auditors (a member of the Institute of Chartered
Accountants in England and Wales), of 15 Canada Square, London
E14 5GL, United Kingdom.
What is the key financial information regarding the Issuer?
The Issuer has derived the selected consolidated financial information
included in the table below for the years ended 31 December 2022
and 31 December 2021 from the annual consolidated financial statements
of the Issuer for the years ended 31 December 2022 and 2021 (the
"Financial Statements"), which have each been audited with an unmodified
opinion provided by KPMG. The selected financial information included
in the table below for the six months ended 30 June 2023 and 30
June 2022 was derived from the unaudited condensed consolidated
interim financial statements of the Issuer in respect of the six
months ended 30 June 2023 (the "Interim Results Announcement").
Certain of the comparative financial metrics included in the table
below for the six months ended 30 June 2022 were restated in the
Interim Results Announcement.
Consolidated Income Statement As at 30 June
(unaudited) As at 31 December
---------------- --------------------
2023 2022 2022 2021
------- ------- --------- ---------
(GBPm) (GBPm)
Net interest
income.........................................
.............................................. 3,120 2,233 5,398 3,073
Net fee and commission
income.........................................
.......................... 2,806 2,839 5,426 6,587
Credit impairment
(charge)/release...............................
................................. (688) (293) (933) 277
Net trading
income.........................................
............................................... 3,853 5,026 7,624 5,788
Profit before
tax............................................
...............................................
. 3,132 2,605 4,867 5,418
Profit after tax
...............................................
...............................................
. 2,607 2,129 4,382 4,588
Consolidated Balance Sheet As at 30
June (unaudited) As at 31 December
------------------ ----------------------
2023 2022 2021
------------------ ---------- ----------
(GBPm) (GBPm)
Total assets
...........................................
...........................................
................. 1,246,636 1,203,537 1,061,778
Debt securities in
issue......................................
...........................................
.... 58,377 60,012 48,388
Subordinated
liabilities................................
...........................................
........... 36,325 38,253 32,185
Loans and advances at amortised cost
...........................................
.................. 183,237 182,507 145,259
Deposits at amortised cost
...........................................
.................................... 307,820 291,579 262,828
Total equity
...........................................
...........................................
................. 58,348 58,953 56,317
Certain Ratios from the Financial Statements As at
30 June
(unaudited) As at 31 December
------------- --------------------
2023 2022 2021
------------- --------- ---------
(%) (%)
Common Equity Tier 1 capital
..................................................
.............. 12.5 12.7 12.9
Total regulatory capital
..................................................
........................... 20.1 20.8 20.5
UK leverage ratio (sub-consolidated)(2)
..................................................
.... 5.9
(1) Capital, RWAs and leverage are calculated applying the
transitional arrangements of the CRR as amended by CRR II.
This includes IFRS 9 transitional arrangements and the grandfathering
of CRR II non-compliant capital instruments.
(2) Leverage minimum requirements for Barclays Bank PLC were
set at a sub-consolidated level effective from 1 January 2023.
No comparatives are provided as this is the first reporting
period for Barclays Bank PLC sub-consolidated leverage.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to
which its businesses are exposed. Material risks are those to which
senior management pay particular attention and which could cause
the delivery of the Barclays Bank Group's strategy, results of
operations, financial condition and/or prospects to differ materially
from expectations. Emerging risks are those which have unknown
components, the impact of which could crystallise over a longer
time period. In addition, certain other factors beyond the Barclays
Bank Group's control, including escalation of global conflicts,
acts of terrorism, natural disasters, pandemics and similar events,
although not detailed below, could have a similar impact on the
Barclays Bank Group.
* Material existing and emerging risks potentially
impacting more than one principal risk: In addition
to material and emerging risks impacting the
principal risks set out below, there are also
material existing and emerging risks that potentially
impact more than one of these principal risks. These
risks are: (i) potentially unfavourable global and
local economic and market conditions, as well as
geopolitical developments; (ii) the impact of
COVID-19; (iii) the impact of interest rate changes
on the Barclays Bank Group's profitability; (iv) the
competitive environments of the banking and financial
services industry; (v) the regulatory change agenda
and impact on business model; (vi) the impact of
benchmark interest rate reforms on the Barclays Bank
Group; and (vii) change delivery and execution risks.
* Climate risk : Climate risk is the impact on
financial and operational risks arising from climate
change through physical risks, risks associated with
transitioning to a lower carbon economy and connected
risks arising as a result of second order impacts of
these two drivers on portfolios.
* Credit and Market risks: Credit risk is the risk of
loss to the Barclays Bank Group from the failure of
clients, customers or counterparties, to fully honour
their obligations to members of the Barclays Bank
Group. The Barclays Bank Group is subject to risks
arising from changes in credit quality and recovery
rates for loans and advances due from borrowers and
counterparties. Market risk is the risk of loss
arising from potential adverse change in the value of
the Barclays Bank Group's assets and liabilities from
fluctuation in market variables.
* Treasury and capital risk and the risk that the
Issuer and the Barclays Bank Group are subject to
substantial resolution powers: There are three
primary types of treasury and capital risk faced by
the Barclays Bank Group which are (1) liquidity risk
- the risk that the Barclays Bank Group is unable to
meet its contractual or contingent obligations or
that it does not have the appropriate amount of
stable funding and liquidity to support its assets,
which may also be impacted by credit rating changes;
(2) capital risk - the risk that the Barclays Bank
Group has an insufficient level or composition of
capital; and (3) interest rate risk in the banking
book - the risk that the Barclays Bank Group is
exposed to capital or income volatility because of a
mismatch between the interest rate exposures of its
(non-traded) assets and liabilities. Under the
Banking Act 2009, substantial powers are granted to
the Bank of England (or, in certain circumstances, HM
Treasury), in consultation with the United Kingdom
Prudential Regulation Authority, the UK Financial
Conduct Authority and HM Treasury, as appropriate as
part of a special resolution regime. These powers
enable the Bank of England (or any successor or
replacement thereto and/or such other authority in
the United Kingdom with the ability to exercise the
UK Bail-in Power) (the "Resolution Authority") to
implement various resolution measures and
stabilisation options (including, but not limited to,
the bail-in tool) with respect to a UK bank or
investment firm and certain of its affiliates (as at
the date of the Registration Document, including the
Issuer) in circumstances in which the Resolution
Authority is satisfied that the relevant resolution
conditions are met.
* Operational and model risks: Operational risk is the
risk of loss to the Barclays Bank Group from
inadequate or failed processes or systems, human
factors or due to external events where the root
cause is not due to credit or market risks. Model
risk is the potential for adverse consequences from
decisions based on incorrect or misused model outputs
and reports.
* Conduct, reputation and legal risks and legal,
competition and regulatory matters: Conduct risk is
the risk of poor outcomes for, or harm to customers,
clients and markets, arising from the delivery of the
Barclays Bank Group's products and services.
Reputation risk is the risk that an action,
transaction, investment, event, decision or business
relationship will reduce trust in the Barclays Bank
Group's integrity and/or competence. The Barclays
Bank Group conducts activities in a highly regulated
global market which exposes it and its employees to
legal risk arising from (i) the multitude of laws and
regulations that apply to the businesses it operates,
which are highly dynamic, may vary between
jurisdictions and/or conflict, and may be unclear in
their application to particular circumstances
especially in new and emerging areas; and (ii) the
diversified and evolving nature of the Barclays Bank
Group's businesses and business practices. In each
case, this exposes the Barclays Bank Group and its
employees to the risk of loss or the imposition of
penalties, damages or fines from the failure of
members of the Barclays Bank Group to meet their
respective obligations, including legal, regulatory
or contractual requirements. Legal risk may arise in
relation to any number of the material existing and
emerging risks summarised above.
In Q2 2023, the "Conduct Risk" principal risk was expanded to include
"Laws, Rules and Regulations (LRR) Risk" and consequently renamed
"Compliance Risk". Reflecting this, the definition of compliance
risk is: "The risk of poor outcomes for, or harm to, customers,
clients and markets, arising from the delivery of the firm's products
and services (also known as "Conduct Risk") and the risk to Barclays
Bank Group, its clients, customers or markets from a failure to
comply with the laws, rules and regulations applicable to the firm
(also known as Laws, Rules and Regulations Risk "LRR Risk")." The
definition of the "Legal Risk" principal risk was updated to: "The
risk of loss or imposition of penalties, damages or fines from
the failure of the firm to meet applicable laws, rules and regulations
or contractual requirements or to assert or defend its intellectual
property rights." The revised framework is in force from June 2023."
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being offered and admitted to trading,
including security identification numbers
The Securities will be in the form of notes and will be uniquely
identified by: Series number: NX00379886; Tranche number: 1; ISIN:
XS2648301179 ; Common Code: 264830117.
The Securities will be cleared and settled through Euroclear Bank
S.A./N.V. and/or Clearstream Banking société anonyme.
Currency, specified denomination, issue size and term of the Securities
The Securities will be issued in pounds sterling ("GBP") (the "Issue
Currency") and settled in the same currency (the "Settlement Currency").
The Securities are tradable in nominal and the specified denomination
per Security is GBP 1. The issue size is GBP 3,000,000 (the "Aggregate
Nominal Amount"). The issue price is 100% of the Specified Denomination.
The issue date is 5 January 2024 (the "Issue Date"). Subject to
early termination, the Securities are scheduled to redeem on 5
January 2029 (the "Scheduled Settlement Date").
Rights attached to the Securities
Potential return : The Securities will give each holder of Securities
the right to receive potential return on the Securities, together
with certain ancillary rights such as the right to receive notice
of certain determinations and events and the right to vote on some
(but not all) amendments to the terms and conditions of the Securities.
The potential return will be in the forms of: (i) one or more Interest
Amounts, (ii) an Autocall Cash Settlement Amount, and/or (iii)
a Final Cash Settlement Amount, provided that if the Securities
are early terminated, the potential return may be in the form of
an Early Cash Settlement Amount instead.
Taxation : All payments in respect of the Securities shall be
made without withholding or deduction for or on account of any
UK taxes unless such withholding or deduction is required by law.
In the event that any such withholding or deduction is required
by law, the Issuer will, save in limited circumstances, be required
to pay additional amounts to cover the amounts so withheld or deducted.
Events of default : If the Issuer fails to make any payment due
under the Securities or breaches any other term and condition of
the Securities in a way that is materially prejudicial to the interests
of the holders (and such failure is not remedied within 30 calendar
days, or, any interest, has not been paid within 14 calendar days
of the due date), or the Issuer is subject to a winding-up order,
then (subject, in the case of interest, to the Issuer being prevented
from payment for a mandatory provision of law) the Securities will
become immediately due and payable, upon notice being given by
the holder.
Limitations on rights
Early settlement following certain disruption events or due to
unlawfulness or impracticability : The Issuer may redeem the Securities
prior to their Scheduled Settlement Date following the occurrence
of certain disruption events or extraordinary events concerning
the Issuer, its hedging arrangements, the Underlying Asset(s),
taxation or the relevant currency of the Securities, or if it determines
an unlawfulness or impracticability event has occurred. In such
case, investors will receive an "Early Cash Settlement Amount"
equal to the fair market value of the Securities prior to their
redemption.
Certain additional limitations:
* Notwithstanding that the Securities are linked to the
performance of the Underlying Asset(s), holders do
not have any rights in respect of the Underlying
Asset(s).
* The terms and conditions of the Securities permit the
Issuer and the Determination Agent (as the case may
be), on the occurrence of certain events and in
certain circumstances, without the holders' consent,
to make adjustments to the terms and conditions of
the Securities, to redeem the Securities prior to
maturity, to postpone or obtain alternative valuation
of the Underlying Asset(s) or to postpone scheduled
payments under the Securities, to change the currency
in which the Securities are denominated, to
substitute the Underlying Asset(s), to substitute the
Issuer with another permitted entity subject to
certain conditions, and to take certain other actions
with regard to the Securities and the Underlying
Asset(s).
* The Securities contain provisions for calling
meetings of holders to consider matters affecting
their interests generally and these provisions permit
defined majorities to bind all holders, including
holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to
the majority.
Governing law
The Securities will be governed by English law and the rights thereunder
will be construed accordingly.
Description of the calculation of potential return on the Securities
Underlying Assets : The return on, and value of, Securities will
be linked to the performance of one or more specified equity indices,
shares, depository receipts, exchange traded funds, mutual funds,
other indices (of one or more types of component assets) sponsored
by Barclays Bank PLC (a "Barclays Index"), reference rate used
to determine an interest rate, an inflation index, or a combination
of these. The underlying asset for the Securities is: FTSE 100
Index and S&P 500(R) Index (each, an "Underlying Asset").
Calculation Amount : Calculations in respect of amounts payable
under the Securities are made by reference to the "Calculation
Amount", being GBP 1 per Security. Where the Calculation Amount
is different from the specified denomination of the Securities,
the amount payable will be scaled accordingly.
Indicative amounts : If the Securities are being offered by way
of a Public Offer and any specified product values are not fixed
or determined at the commencement of the Public Offer (including
any amount, level, percentage, price, rate or other value in relation
to the terms of the Securities which has not been fixed or determined
by the commencement of the Public Offer), these specified product
values will specify an indicative amount, indicative minimum amount,
an indicative maximum amount or any combination thereof. In such
case, the relevant specified product value(s) shall be the value
determined based on market conditions by the Issuer on or around
the end of the Public Offer. Notice of the relevant specified product
value will be published prior to the Issue Date.
Determination Agent : Barclays Bank PLC will be appointed to make
calculations and determinations with respect to the Securities.
__________________
A - Interest
During the term of the Securities, the Securities pay Phoenix without
memory interest.
Phoenix without memory interest : Each Security will only pay
interest in respect of an Interest Valuation Date if the closing
level of the Underlying Asset on such Interest Valuation Date is
greater than or equal to its corresponding Interest Barrier. If
this occurs, the amount of interest payable with respect to that
Interest Valuation Date is calculated by multiplying the fixed
rate of 2.1625% by GBP 1.
Interest will be payable on the corresponding Interest Payment
Date set out in the table below. Each Interest Valuation Date and
Interest Barrier is as follows:
Interest Valuation Interest Barrier Interest Payment
Date Date
19 March 2024 80% of the Initial 04 April 2024
Price
------------------- -----------------
20 June 2024 80% of the Initial 04 July 2024
Price
------------------- -----------------
19 September 2024 80% of the Initial 03 October 2024
Price
------------------- -----------------
19 December 2024 80% of the Initial 07 January 2025
Price
------------------- -----------------
19 March 2025 80% of the Initial 02 April 2025
Price
------------------- -----------------
20 June 2025 80% of the Initial 04 July 2025
Price
------------------- -----------------
19 September 2025 80% of the Initial 03 October 2025
Price
------------------- -----------------
19 December 2025 80% of the Initial 07 January 2026
Price
------------------- -----------------
19 March 2026 80% of the Initial 02 April 2026
Price
------------------- -----------------
22 June 2026 80% of the Initial 06 July 2026
Price
------------------- -----------------
21 September 2026 80% of the Initial 05 October 2026
Price
------------------- -----------------
21 December 2026 80% of the Initial 07 January 2027
Price
------------------- -----------------
19 March 2027 80% of the Initial 06 April 2027
Price
------------------- -----------------
21 June 2027 80% of the Initial 05 July 2027
Price
------------------- -----------------
20 September 2027 80% of the Initial 04 October 2027
Price
------------------- -----------------
20 December 2027 80% of the Initial 06 January 2028
Price
------------------- -----------------
20 March 2028 80% of the Initial 03 April 2028
Price
------------------- -----------------
20 June 2028 80% of the Initial 04 July 2028
Price
------------------- -----------------
19 September 2028 80% of the Initial 03 October 2028
Price
------------------- -----------------
19 December 2028 80% of the Initial 05 January 2029
Price
------------------- -----------------
_____________________
B- Automatic Settlement (Autocall)
The Securities will automatically redeem prior to their Scheduled
Settlement Date if the closing price or level of every Underlying
Asset is at or above its corresponding Autocall Barrier on any
Autocall Valuation Date (an "Automatic Settlement (Autocall) Event").
If this occurs, you will receive a cash payment equal to the nominal
amount of your Securities payable on the Autocall Settlement Date
corresponding to such Autocall Valuation Date.
Each Autocall Valuation Date and the corresponding Autocall Barrier
is as follows: Autocall Valuation Autocall Settlement Autocall Barrier
Date Date
19 December 2025 07 January 2026 100.00% of the Initial
Price
-------------------- -----------------------
19 March 2026 02 April 2026 100.00% of the Initial
Price
-------------------- -----------------------
22 June 2026 06 July 2026 100.00% of the Initial
Price
-------------------- -----------------------
21 September 2026 05 October 2026 100.00% of the Initial
Price
-------------------- -----------------------
21 December 2026 07 January 2027 100.00% of the Initial
Price
-------------------- -----------------------
19 March 2027 06 April 2027 100.00% of the Initial
Price
-------------------- -----------------------
21 June 2027 05 July 2027 100.00% of the Initial
Price
-------------------- -----------------------
20 September 2027 04 October 2027 100.00% of the Initial
Price
-------------------- -----------------------
20 December 2027 06 January 2028 100.00% of the Initial
Price
-------------------- -----------------------
20 March 2028 03 April 2028 100.00% of the Initial
Price
-------------------- -----------------------
20 June 2028 04 July 2028 100.00% of the Initial
Price
-------------------- -----------------------
19 September 2028 03 October 2028 100.00% of the Initial
Price
-------------------- -----------------------
_____________________
C - Final Settlement
If the Securities have not redeemed early they will redeem on the
Scheduled Settlement Date at an amount that is dependent on each
of the following:
* the 'Initial Price' of the Worst Performing
Underlying Asset, which reflects the level of that
asset near the issue date of the Securities;
* the 'Final Valuation Price' of the Worst Performing
Underlying Asset, which reflects the level of that
asset near the Scheduled Settlement Date;
* the 'Strike Price' of the Worst Performing Underlying
Asset, which is calculated as 100% multiplied by the
Initial Price of that asset; and
* the 'Knock-in Barrier Price' of the Worst Performing
Underlying Asset, which is calculated as 65%
multiplied by the Initial Price of that asset.
Initial Price : The Valuation Price of each Underlying Asset on
the Initial Valuation Date for such Underlying Asset.
Final Valuation Price : The Final Valuation Price of each Underlying
Asset is the closing price or level of such Underlying Asset on
19 December 2028 (the "Final Valuation Date).
European Barrier settlement : If the Final Valuation Price is
greater than or equal to the Knock-in Barrier Price, you will receive
a cash amount per Calculation Amount equal to GBP 1.
Otherwise: you will receive a cash amount per Calculation Amount,
calculated by dividing the Final Valuation Price by the Strike
Price and multiplying the result by the Calculation Amount.
Worst Performing Underlying Asse t: The Knock-in Barrier Price,
Final Valuation Price and Strike Price to be considered for the
purposes of determining the final redemption amount will be the
Knock-in Barrier Price, Final Valuation Price or Strike Price of
the Underlying Asset with the lowest Performance. The 'Performance'
of each Underlying Asset is calculated by dividing the Final Valuation
Price of an asset by its Initial Price.
Status of the Securities
The Securities are direct, unsubordinated and unsecured obligations
of the Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities
The Securities are offered and sold outside the United States to
non-U.S. persons in reliance on Regulation S under the Securities
Act and must comply with transfer restrictions with respect to
the United States. Securities held in a clearing system will be
transferred in accordance with the rules, procedures and regulations
of that clearing system. Subject to the foregoing, the Securities
will be freely transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf)
for the Securities to be admitted to trading on the regulated market
of the London Stock Exchange.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
* You may lose some or all of your investment in the
Securities : Investors are exposed to the credit risk
of Barclays Bank PLC. As the Securities do not
constitute a deposit and are not insured or
guaranteed by any government or agency or under the
UK Government credit guarantee scheme, all payments
or deliveries to be made by Barclays Bank PLC as
Issuer under the Securities are subject to its
financial position and its ability to meet its
obligations. The Securities constitute unsubordinated
and unsecured obligations of the Issuer and rank pari
passu with each and all other current and future
unsubordinated and unsecured obligations of the
Issuer. The terms of the Securities do not provide
for a scheduled minimum payment at maturity and as
such, depending on the performance of the Underlying
Asset(s), you may lose some or all of your
investment. You may also lose some or all of your
investment if: (a) you sell your Securities before
their scheduled maturity; (b) your Securities are
early redeemed in certain extraordinary
circumstances; or (c) the terms and conditions of
your Securities are adjusted such that the amount
payable or property deliverable to you is less than
your initial investment.
* There are risks associated with the valuation,
liquidity and offering of the Securities : The market
value of your Securities may be significantly lower
than the issue price since the issue price may take
into account the Issuer's and/or distributor's profit
margin and costs in addition to the fair market value
of the Securities. The market value of your
Securities may be affected by the volatility, level,
value or price of the Underlying Asset(s) at the
relevant time, changes in interest rates, the
Issuer's financial condition and credit ratings, the
supply of and demand for the Securities, the time
remaining until the maturity of the Securities and
other factors. The price, if any, at which you will
be able to sell your Securities prior to maturity may
be substantially less than the amount you originally
invested. Your Securities may not have an active
trading market and the Issuer may not be under any
obligation to make a market or repurchase the
Securities prior to redemption. The Issuer may
withdraw the public offer at any time. In such case,
where you have already paid or delivered subscription
monies for the relevant Securities, you will be
entitled to reimbursement of such amounts, but will
not receive any remuneration that may have accrued in
the period between their payment or delivery of
subscription monies and the reimbursement of the
Securities.
* You are subject to risks associated with the
determination of amounts payable under the Securities
:
The Securities bear interest at a rate that is contingent upon
the performance of the Underlying Asset and may vary from one Interest
Payment Date to the next. You may not receive any interest payments
if the Underlying Asset do not perform as anticipated.
The Final Cash Settlement Amount is based on the performance of
the Underlying Asset(s) as at the final valuation date only (rather
than in respect of multiple periods throughout the term of the
Securities). This means you may not benefit from any movement in
level of the Underlying Asset(s) during the term of the Securities
that is not maintained in the final performance as at the final
valuation date.
The calculation of amount payable depends on the level, value or
price of the Underlying Asset(s) reaching or crossing a 'barrier'
during a specified period or specified dates during the term of
the Securities. This means you may receive less (or, in certain
cases, more) if the level, value or price of the Underlying Asset(s)
crosses or reaches (as applicable) a barrier, than if it comes
close to the barrier but does not reach or cross it (as applicable),
and in certain cases you might receive no interest payments and/or
could lose some or all of your investment.
* Your Securities are subject to adjustments and early
redemption : Pursuant to the terms and conditions of
the Securities, following the occurrence of certain
disruption events or extraordinary events concerning
the Issuer, its hedging arrangements, the Underlying
Asset(s), taxation or the relevant currency of the
Securities, the Determination Agent or the Issuer may
take a number of remedial actions, including
estimating the level of the Underlying Asset,
substituting the Underlying Asset, and making
adjustments to the terms and conditions of the
Securities. Any of such remedial action may change
the economic characteristics of the Securities and
have a material adverse effect on the value of and
return on the Securities. If no remedial action can
be taken, or it is determined that an unlawfulness or
impracticability event has occurred, the Issuer may
early redeem the Securities by payment of an Early
Cash Settlement Amount. If early redemption occurs,
you may lose some or all of your investment because
the Early Cash Settlement Amount may be lower than
the price at which you purchase the Securities, or
may even be zero. You will also lose the opportunity
to participate in any subsequent positive performance
of the Underlying Asset(s) and be unable to realise
any potential gains in the value of the Securities.
You may not be able to reinvest the proceeds from an
investment at a comparable return and/or with a
comparable interest rate for a similar level of risk.
* Certain specific information in relation to the
Securities may not be known at the beginning of an
offer period: The terms and conditions of your
Securities only provide an indicative amount. The
actual amounts will be determined based on market
conditions by the Issuer on or around the end of the
offer period. There is a risk that the indicative
amounts will not be same as the actual amount, in
which case, the return on your Securities may be
materially different from the expected return based
on the indicative amount.
* Risks relating to Securities linked to the Underlying
Asset: The return payable on the Securities is linked
to the change in value of the Underlying Asset over
the life of the Securities. Any information about the
past performance of any Underlying Asset should not
be taken as an indication of how prices will change
in the future. You will not have any rights of
ownership, including, without limitation, any voting
rights or rights to receive dividends, in respect of
any Underlying Asset.
* Risks relating to Underlying Asset(s) that are equity
indices: Equity indices are composed of a synthetic
portfolio of shares and provide investment
diversification opportunities, but will be subject to
the risk of fluctuations in both equity prices and
the value and volatility of the relevant equity
index. The Securities are linked to equity indices,
and as such may not participate in dividends or any
other distributions paid on the shares which make up
such indices. Accordingly, you may receive a lower
return on the Securities than you would have received
if you had invested directly in those shares. The
index sponsor can add, delete or substitute the
components of an equity index at its discretion, and
may also alter the methodology used to calculate the
level of such index. These events may have a
detrimental impact on the level of that index, which
in turn could have a negative impact on the value of
and return on the Securities.
* The Underlying Asset(s) are 'benchmarks' for the
purposes of the UK Benchmarks Regulation (Regulation
(EU) 2016/1011 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018
(as amended)): Pursuant to the UK Benchmarks
Regulation, an Underlying Asset may not be used in
certain ways by a UK supervised entity after 31
December 2023 if its administrator does not obtain
authorisation or registration (or, if a non-UK entity,
does not satisfy the "equivalence" conditions and is
not "recognised" pending an equivalence decision or
is not "endorsed" by a UK supervised entity). If this
happens, a disruption event will occur and the
Securities may be early redeemed. Further, the
methodology or other terms of an Underlying Asset
could be changed in order to comply with the
requirements of the UK Benchmarks Regulation, and
such changes could reduce or increase the level or
affect the volatility of the published level of such
Underlying Asset, which may in turn lead to
adjustments to the terms of the Securities or early
redemption.
* Taxation risks : The levels and basis of taxation on
the Securities and any reliefs for such taxation will
depend on your individual circumstances and could
change at any time over the life of the Securities.
This could have adverse consequences for you and you
should therefore consult your own tax advisers as to
the tax consequences to you of transactions involving
the Securities.
Key information on the offer of securities to the public and/or
the admission to trading on a regulated market
Under which conditions and timetable can I invest in these Securities?
Terms and conditions of the offer
The terms and conditions of any offer of Securities to the public
may be determined by agreement between the Issuer and the Authorised
Offeror at the time of each issue.
The Securities are offered for subscription in the United Kingdom
and Channel Islands during the period from (and including) 3 November
2023 to (and including) 19 December 2023 (the "Offer Period") and
such offer is subject to the following conditions:
* Offer Price: The Issue Price
* Conditions to which the offer is subject: In the
event that during the Offer Period, the requests
exceed the amount of the offer to prospective
investors, the Issuer will proceed to early terminate
the Offer Period and will immediately suspend the
acceptances of further requests.
The Issuer reserves the right to withdraw the offer for Securities
at any time prior to the end of the Offer Period. Following withdrawal
of the offer, if any application has been made by any potential
investor, each such potential investor shall not be entitled to
subscribe or otherwise acquire the Securities and any applications
will be automatically cancelled and any purchase money will be
refunded to the applicant by the Authorised Offeror in accordance
with the Authorised Offeror's usual procedures.
The effectiveness of the offer is subject to the adoption of the
resolution of admission to trading of the Securities on London
Stock Exchange on or around the Issue Date. As such, the Issuer
undertakes to file the application for the Securities to be admitted
to trading on the London Stock Exchange in time for the adoption
of such resolution.
* Description of the application process: An offer of
the Securities other than pursuant to section 86 of
the FSMA may be made by the Manager or the Authorised
Offeror in the United Kingdom and the Channel Islands
(the "Public Offer Jurisdiction") during the Offer
Period.
Applications for the Securities can be made in the Public Offer
Jurisdiction through the Authorised Offeror during the Offer Period.
The Securities will be placed into the Public Offer Jurisdiction
by the Authorised Offeror. Distribution will be in accordance with
the Authorised Offeror's usual procedures, notified to investors
by the Authorised Offeror.
* Details of the minimum and/or maximum amount of
application: The minimum and maximum amount of
application from the Authorised Offeror will be
notified to investors by the Authorised Offeror
* Description of possibility to reduce subscriptions
and manner for refunding excess amount paid by
applicants: Not Applicable.
* Details of the method and time limits for paying up
and delivering the Securities: Investors will be
notified by the Authorised Offeror of their
allocations of Securities and the settlement
arrangements in respect thereof.
* Manner in and date on which results of the offer are
to be made public: Investors will be notified by the
Authorised Offeror of their allocations of Securities
and the settlement arrangements in respect thereof
* Procedure for exercise of any right of pre-emption,
negotiability of subscription rights and treatment of
subscription rights not exercised: Not Applicable
* Categories of holders to which the Securities are
offered and whether Tranche(s) have been reserved for
certain countries: Offers may be made through the
Authorised Offeror in the Public Offer Jurisdiction
to any person. Offers (if any) in other EEA countries
will only be made through the Authorised Offeror
pursuant to an exemption from the obligation under
the FSMA as implemented in such countries to publish
a prospectus.
* Process for notification to applicants of the amount
allotted and indication whether dealing may begin
before notification is made: Applicants will be
notified directly by the Authorised Offeror of the
success of their application. No dealings in the
Securities may take place prior to the Issue Date.
* Name(s) and address(es), to the extent known to the
Issuer, of the placers in the various countries where
the offer takes place: the Authorised Offeror
Estimated total expenses of the issue and/or offer including expenses
charged to investor by Issuer/Offeror
The estimated total expenses of the issue and/or offer are GBP
395.
Not Applicable: no expenses will be charged to the holder by the
Issuer or the offeror.
Who is the offeror and/or the person asking for admission to trading?
The Issuer is the entity offering and requesting for admission
to trading of the Securities.
Why is the Prospectus being produced?
Use and estimated net amount of proceeds
The net proceeds from each issue of Securities will be applied
by the Issuer for its general corporate purposes, which include
making a profit and/or hedging certain risks.
Underwriting agreement on a firm commitment basis
The offer of the Securities is not subject to an underwriting agreement
on a firm commitment basis.
Description of any interest material to the issue/offer, including
conflicting interests
The Authorised Offeror may be paid fees in relation to the offer
of Securities. Potential conflicts of interest may exist between
the Issuer, Determination Agent, Authorised Offeror or their affiliates
(who may have interests in transactions in derivatives related
to the Underlying Asset which may, but are not intended to, adversely
affect the market price, liquidity or value of the Securities)
and holders.
The Authorised Offeror will be paid aggregate commissions equal
to no more than 1.25% of the Issue Price. Any Authorised Offeror
and its affiliates may engage, and may in the future engage, in
hedging transactions with respect to the Underlying Asset.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PFTSSUFFDELSELF
(END) Dow Jones Newswires
January 03, 2024 06:52 ET (11:52 GMT)
Barclays Nts45 (LSE:33JE)
過去 株価チャート
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Barclays Nts45 (LSE:33JE)
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から 7 2023 まで 7 2024
