Publication of Notice to the Holders of
Securities
BARCLAYS BANK PLC
Notice to holders of GBP 2,500,000
Securities due September 2030 pursuant to the Global Structured
Securities Programme UK Base Prospectus dated 16 April 2024 (the
"Base Prospectus")
Series: NX00411314 | ISIN:
XS2818533411
under the Global Structured Securities
Programme
This notice relates to the original final terms
for ISIN XS2818533411 dated 1 August 2024 (the "Original Final Terms"), which are being
replaced by the amended and restated final terms dated 19 September
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 amendments to the key
information of the issuer set out in the summary as a result of the
supplement to the Registration Document dated 2 August
2024:
1. On page two of the
Amended and Restated Final Terms, the words "as supplemented on 2
August 2024" have been inserted into the following sentence:
"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 27
March 2024 as supplemented on 2 August 2024 and the Securities Note
relating to the GSSP UK Base Prospectus dated 16 April 2024) for
the purposes of Article 8(6) of the UK Prospectus Regulation (the
"Base
Prospectus").
2. In the summary to
the Final Terms under the section titled "KEY INFORMATION ON THE ISSUER", the
sub-section titled "Pricinipcal
activities of the Issuer" shall be deleted in its entirety
and replaced with the following:
"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, private bank and wealth management,
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."
3. In the summary to
the Amended and Restated Final Terms under the section titled
"KEY INFORMATION ON THE
ISSUER", the sub-section titled What is the key financial information
regarding the Issuer? shall be deleted in its entirety and
replaced with the following:
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 2023 and 31 December 2022 from the
annual consolidated financial statements of the Issuer for the
years ended 31 December 2023 and 2022 (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 2024 and 30 June 2023 was
derived from the unaudited condensed consolidated interim
financial statements of the Issuer in respect of the six
months ended 30 June 2024 (the "Interim Results
Announcement"). Certain of the comparative
financial metrics included in the table below for the six months
ended 30 June 2023 were restated in the Interim Results
Announcement.
|
Consolidated Income
Statement
|
As at 30 June (unaudited)
|
|
|
|
|
|
|
|
(£m)
|
(£m)
|
Net
interest
income..............................................................................
|
3,115
|
3,120
|
6,653
|
5,398
|
Net fee and
commission
income.......................................................
|
3,248
|
2,806
|
5,461
|
5,426
|
Credit
impairment charges
/(releases)..............................................
|
(831)
|
(688)
|
(1,578)
|
(933)
|
Net trading
income...............................................................................
|
3,302
|
3,853
|
5,980
|
7,624
|
Profit
before
tax...................................................................................
|
2,677
|
3,132
|
4,223
|
4,867
|
Profit
after tax......................................................................................
|
2,157
|
2,607
|
3,561
|
4,382
|
|
Consolidated Balance
Sheet
|
As at 30 June (unaudited)
|
|
|
|
|
|
|
(£m)
|
(£m)
|
Total
assets.................................................................................................
|
1,283,964
|
1,185,166
|
1,203,537
|
Debt
securities in
issue..............................................................................
|
43,078
|
45,653
|
60,012
|
Subordinated
liabilities.............................................................................
|
37,849
|
35,903
|
38,253
|
Loans and
advances at amortised cost
................................................
|
190,572
|
185,247
|
182,507
|
Deposits at
amortised cost
......................................................................
|
324,012
|
301,798
|
291,579
|
Total
equity................................................................................................
|
59,110
|
60,504
|
58,953
|
|
Certain Ratios from the Financial
Statements
|
As at 30 June (unaudited)
|
|
|
|
|
|
|
(%)
|
(%)
|
Common
Equity Tier 1 capital1,2 .....................................................
|
11.7
|
12.1
|
12.7
|
Total
regulatory capital......................................................................
|
18.6
|
19.2
|
20.8
|
UK leverage
ratio (sub-consolidated)3.............................................
|
5.6
|
6.0
|
|
1 Barclays Bank PLC's
capital and RWAs are regulated by the Prudential Regulation
Authority (PRA) on a solo-consolidated basis. The disclosure above
provides a capital metric for Barclays Bank PLC
solo-consolidated.
2The CET1 ratio is
calculated applying the IFRS 9 transitional arrangements under
Regulation (EU) No 575/2013 (the Capital Requirements Regulation),
as amended, as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended (UK CRR).
3 Leverage minimum
requirements for Barclays Bank PLC are set at sub-consolidated
level and as a result, the leverage disclosure above is for
Barclays Bank PLC sub-consolidated.
|
|
|
|
|
|
4. In the summary to
the Amended and Restated Final Terms under the section titled
"What are the key
risks that are specific to the Issuer?" The
first paragraph shall be deleted in its entirety and replaced with
the following:
"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, and similar events, although not detailed below,
could have a similar impact on the Barclays Bank Group."
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 16 April 2024.
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 19 September
2024.
DISCLAIMER -
INTENDED 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 AMENDED 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 AMENDED 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 AMENDED
(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 AMENDED 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.
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.
Neither the Base Prospectus nor these Final
Terms or any other offering or marketing material relating to the
Securities constitute a prospectus pursuant to the FinSA, and such
documents may not be publicly distributed or otherwise made
publicly available in Switzerland, unless the requirements of FinSA
for such public distribution are complied with.
The Securities documented in these Final Terms
are not being offered, sold or advertised, directly or indirectly,
in Switzerland to retail clients (Privatkundinnen und -kunden) within
the meaning of FinSA ("Retail
Clients"). Neither these Final Terms nor any offering
materials relating to the Securities may be available to Retail
Clients in or from Switzerland. The offering of the Securities
directly or indirectly, in Switzerland is only made by way of
private placement by addressing the Securities (a) solely at
investors classified as professional clients (professionelle Kunden) or
institutional clients (institutionelle Kunden) within the
meaning of FinSA ("Professional or
Institutional Clients"), (b) at fewer than 500 Retail
Clients, and/or (c) at investors acquiring securities to the value
of at least CHF 100,000.
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 2,500,000 Securities due September
2030 pursuant to the Global Structured Securities Programme (the
"Securities")
Issue Price: 100 per
cent.
The Securities are not intended to qualify as
eligible debt securities for purposes of the minimum requirement
for own funds and eligible liabilities ("MREL") as set out under the Bank
Recovery and Resolution Directive (EU) 2014/59), as implemented in
the UK (or local equivalent, for example TLAC).
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 Restaed 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 27 March 2024 as supplemented on 2
August 2024 and the Securities Note relating to the GSSP UK Base
Prospectus dated 16 April 2024) 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.
These Notes are FinSA Exempt Securities as
defined in the Base Prospectus.
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
19 September 2024
(replacing the Final Terms dated 1
August 2024)
PART A - CONTRACTUAL
TERMS
1.
|
(a)
|
Series number:
|
NX00411314
|
|
(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)
|
Aggregate Nominal Amount as at the Issue
Date:
|
|
|
|
(i)
Tranche:
|
GBP 2,500,000
|
|
|
(ii)
Series:
|
GBP 2,500,000
|
|
(b)
|
Specified Denomination:
|
GBP 1
|
|
(c)
|
Minimum Tradable Amount:
|
Not Applicable
|
6.
|
|
Certificates:
|
Not Applicable
|
7.
|
|
Calculation Amount:
|
GBP 1
|
8.
|
|
Issue Price:
|
100 per cent. 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 1.15% 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:
|
23 September 2024
|
10.
|
|
Scheduled Settlement Date:
|
23 September 2030, subject to adjustment in
accordance with the Business Day Convention
|
11.
|
|
Type of Security:
|
Index Linked Securities
|
12.
|
|
Relevant Annex(es) which apply to the
Securities:
|
Equity Linked Annex
|
13.
|
|
Underlying Performance Type:
|
Single Asset
|
|
Provisions relating to interest (if any)
payable
|
14.
|
|
Interest Type:
|
Phoenix without
memory
|
15.
|
(a)
|
Fixed Interest Type:
|
Fixed Amount
|
|
(b)
|
Fixed Interest Rate:
|
1.5625 per cent.
|
|
(c)
|
Floating Rate Determination - CMS
Rate:
|
Not Applicable
|
|
(d)
|
Floating Rate Determination - Reference
Rate:
|
Not Applicable
|
|
(e)
|
Fixed Interest Determination
Date(s):
|
Not Applicable
|
|
(f)
|
Interest Determination Date(s):
|
Not Applicable
|
|
(g)
|
Interest Valuation Date(s):
|
The dates set out in Table 1 below in the
column entitled 'Interest Valuation Date(s)'.
|
|
(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(s)', 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 Type:
|
Not Applicable
|
|
(q)
|
Knock-out Barrier Percentage:
|
Not Applicable
|
|
(r)
|
Day Count Fraction:
|
Not Applicable
|
|
(s)
|
Interest Period End Dates:
|
Not Applicable
|
|
(t)
|
Interest Commencement Date:
|
Not Applicable
|
|
Table 1
|
|
Interest Valuation
Date(s):
|
Interest Payment
Date(s)
|
9 December
2024
|
23 December
2024
|
10 March
2025
|
24 March
2025
|
9 June
2025
|
23 June
2025
|
9 September
2025
|
23 September
2025
|
9 December
2025
|
23 December
2025
|
9 March
2026
|
23 March
2026
|
9 June
2026
|
23 June
2026
|
9 September
2026
|
23 September
2026
|
9 December
2026
|
23 December
2026
|
9 March
2027
|
23 March
2027
|
9 June
2027
|
23 June
2027
|
9 September
2027
|
23 September
2027
|
9 December
2027
|
23 December
2027
|
9 March
2028
|
23 March
2028
|
9 June
2028
|
23 June
2028
|
11 September
2028
|
25 September
2028
|
11 December
2028
|
27 December
2028
|
9 March
2029
|
23 March
2029
|
11 June
2029
|
25 June
2029
|
10 September
2029
|
24 September
2029
|
10 December
2029
|
24 December
2029
|
11 March
2030
|
25 March
2030
|
10 June
2030
|
24 June
2030
|
9 September
2030
|
23 September
2030
|
|
|
(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 (Autocall), Automatic
Settlement (Autocall) (bearish) or Automatic Settlement (Autocall)
(range):
|
Applicable
|
|
(a)
|
Autocall Barrier Percentage:
|
100.00 per cent.
|
|
(b)
|
Autocall Barrier:
|
Not Applicable
|
|
(c)
|
Autocall Lower Barrier:
|
Not Applicable
|
|
(d)
|
Autocall Upper Barrier:
|
Not Applicable
|
|
(e)
|
Autocall Settlement Percentage:
|
100.00 per cent.
|
|
(f)
|
Autocall Valuation Date(s):
|
Each date set out in Table 2 below in the
column entitled 'Autocall Valuation Date(s)'.
|
|
(g)
|
Autocall Settlement Date(s):
|
Each date set out in Table 2 below in the
column entitled 'Autocall Settlement Date(s)', each date subject to
adjustment in accordance with the Business Day
Convention.
|
|
|
Table 2
|
|
|
|
Autocall Valuation
Date(s):
|
Autocall Settlement
Date(s):
|
9 September
2026
|
23 September
2026
|
9 September
2027
|
23 September
2027
|
11 September
2028
|
25 September
2028
|
10 September
2029
|
24 September
2029
|
|
|
|
|
|
17.
|
|
Optional Early Settlement Event: General
Condition 13 (Optional Early
Settlement)
|
Not Applicable
|
18.
|
|
Option Type:
|
Not Applicable
|
|
Provisions relating to Final
Settlement
|
19.
|
|
TARN Early Settlement Event: General Condition
12 (TARN Early Settlement
Event)
|
Not Applicable
|
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 Start Date:
|
Not Applicable
|
|
(h)
|
Knock-in Barrier Period End Date:
|
Not Applicable
|
|
(i)
|
Knock-in Event Observation Date:
|
Not Applicable
|
|
(j)
|
Lower Strike Price Percentage:
|
Not Applicable
|
|
(k)
|
Participation:
|
Not Applicable
|
|
(l)
|
Cap:
|
Not Applicable
|
|
(m)
|
Protection Level:
|
Not Applicable
|
|
Provisions relating to Nominal Call
Event
|
21.
|
|
Nominal Call Event:
|
Not Applicable
|
|
(a)
|
Nominal Call Threshold Percentage:
|
Not Applicable
|
|
Provisions relating to the Underlying
Asset(s)
|
22.
|
|
Underlying Asset:
|
|
|
(a)
|
Share:
|
Not Applicable
|
|
(b)
|
Index:
|
The FTSE 100 Index
|
|
|
(i)
Exchange:
|
London Stock Exchange
|
|
|
(ii) Related
Exchange:
|
All Exchanges
|
|
|
(iii) Underlying Asset
Currency:
|
GBP
|
|
|
(iv) Bloomberg
Screen:
|
UKX <Index>
|
|
|
(v) Refinitiv
Screen Page:
|
.FTSE
|
|
|
(vi) Index
Sponsor:
|
FTSE International Limited
|
|
|
(vii) Pre-nominated
Index:
|
Not Applicable
|
|
(c)
|
Inflation Index:
|
Not Applicable
|
|
(d)
|
Fund:
|
Not Applicable
|
23.
|
|
Initial Price
|
Relevant Price: Closing Price
|
|
(a)
|
Averaging-in:
|
Not Applicable
|
|
(b)
|
Min Lookback-in:
|
Not Applicable
|
|
(c)
|
Max Lookback-in:
|
Not Applicable
|
|
(d)
|
Initial Valuation Date:
|
9 September 2024
|
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:
|
9 September 2030
|
|
Provisions relating to disruption events
and taxes and expenses
|
25.
|
|
Consequences of a Disrupted Day (in respect of
an Averaging Date or Lookback Date):
|
Not Applicable
|
26.
|
|
Additional Disruption Event:
|
|
|
(a)
|
Change in Law:
|
Applicable as per General Condition 38.1
(Definitions)
|
|
(b)
|
Currency Disruption Event:
|
Applicable as per General Condition 38.1
(Definitions)
|
|
(c)
|
Issuer Tax Event:
|
Applicable as per General Condition 38.1
(Definitions)
|
|
(d)
|
Extraordinary Market Disruption:
|
Applicable as per General Condition 38.1
(Definitions)
|
|
(e)
|
Hedging Disruption:
|
Applicable as per General Condition 38.1
(Definitions)
|
|
(f)
|
Increased Cost of Hedging:
|
Not Applicable
|
|
(g)
|
Affected Jurisdiction Hedging
Disruption:
|
Not Applicable
|
|
(h)
|
Affected Jurisdiction Increased Cost of
Hedging:
|
Not Applicable
|
|
(i)
|
Increased Cost of Stock Borrow:
|
Not Applicable
|
|
(j)
|
Loss of Stock Borrow:
|
Not Applicable
|
|
(k)
|
Foreign Ownership Event:
|
Not Applicable
|
|
(l)
|
Fund Disruption Event:
|
Not Applicable
|
27.
|
|
Unlawfuless and Impracticability:
|
Limb (b) of Condition 27 of the General
Conditions: Applicable
|
28.
|
|
Early Cash Settlement Amount:
|
Market Value
|
29.
|
|
Early Settlement Notice Period
Number:
|
As set out in General Condition 38.1
(Definitions)
|
30.
|
|
Unwind Costs:
|
Applicable
|
31.
|
|
Settlement Expenses:
|
Not Applicable
|
32.
|
|
FX Disruption Event:
|
Not Applicable
|
33.
|
|
Local Jurisdiction Taxes and
Expenses:
|
Not Applicable
|
|
General provisions
|
34.
|
|
Form of Securities:
|
Global Bearer Securities: Permanent Global
Security
|
|
|
|
CDIs: Not Applicable
|
35.
|
|
Trade Date:
|
24 July 2024
|
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 of 1986, as amended, and regulations promulgated
thereunder.
|
38.
|
|
(i) Prohibition of Sales to
UK Retail Investors:
|
Not Applicable
|
|
|
(ii) Prohibition of Sales to EEA
Retail Investors:
|
Applicable - see the cover page of these Final
Terms
|
|
|
(iii) Prohibition of Sales to Swiss
Retail Investors:
|
Applicable - see the cover page of these Final
Terms
|
39.
|
|
Business Day:
|
As defined in General Condition 38.1
(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 agreement:
|
Not Applicable
|
|
(c)
|
Names and addresses of secondary trading
intermediaries and main terms of commitment:
|
Not Applicable
|
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").
|
PART B - OTHER
INFORMATION
1.
|
LISTING AND
ADMISSION TO TRADING
|
|
(a) Listing and
Admission to Trading:
|
Application will be made by the 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
expenses related to admission to trading:
|
GBP 350
|
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 offer:
|
General funding
|
|
(b)
Use of proceeds:
|
Not Applicable
|
|
(a)
Estimated net proceeds:
|
GBP 2,500,000
|
|
(b)
Estimated total expenses
|
Not Applicable
|
5.
|
YIELD
|
|
|
Not Applicable
|
|
6.
|
PERFORMANCE OF
UNDERLYING ASSET, AND OTHER INFORMATION CONCERNING THE UNDERLYING
ASSET
|
|
Bloomberg Screen: UKX <Index>
|
|
Index Disclaimer: FTSE® 100 Index. See the
Annex hereto
|
7.
|
POST-ISSUANCE
INFORMATION
|
|
|
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.
|
|
8.
|
OPERATIONAL
INFORMATION
|
|
(a)
ISIN:
|
XS2818533411
|
|
(b)
Common Code:
|
281853341
|
|
(c)
Relevant Clearing System(s) and the relevant identification
number(s):
|
Euroclear, Clearstream
|
|
(f)
Delivery:
|
Delivery free of payment.
|
|
(g)
Name and address of additional Paying Agent(s):
|
Not Applicable
|
9.
|
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), to the extent known to the Issuer, of the
placers in the various countries where the offer takes place
(together the "Authorised
Offeror(s)"):
|
Each financial intermediary specified in (i)
and (ii) below:
(i)
Specific consent: Meteor
Asset Management Limited (the "Initial Authorised
Offeror(s)") and each financial intermediary
expressly named as an Authorised Offeror on the Issuer's website
(https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-final-terms);
and
|
|
|
(ii)
General consent: Not
Applicable
|
|
(d)
Offer period for which use of the Base Prospectus is authorised by
the Authorised Offeror(s) (the "Offer Period)"):
|
From and including 1 August 2024 to and
including 9 September 2024
|
|
(e)
Other conditions for use of the Base Prospectus by the Authorised
Offeror(s):
|
Not Applicable
|
|
Other terms
and conditions of the offer
|
|
(a)
Offer Price:
|
The Issue Price
|
|
(b)
Total amount of offer:
|
GBP 2,500,000
|
|
(c)
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.
|
|
(d)
Time period, including any possible amendments, during which the
offer will be open and description of the application
process:
|
The Offer Period
|
|
(e)
Description of the application process:
|
An offer of the Securities may 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 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.
|
|
(g)
Description of possibility to reduce subscriptions and manner for
refunding excess amount paid by applicants:
|
Not Applicable
|
|
(h)
Details of 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.
|
|
(i)
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.
|
|
(j)
Procedure for exercise of any right of pre-emption, negotiability
of subscription rights and treatment of subscription rights not
exercised:
|
Not Applicable
|
|
(k)
Whether tranche(s) have been reserved for certain
countries:
|
N/A
|
|
(l)
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.
|
|
(m) Amount of
any expenses and taxes specifically charged to the subscriber or
purchaser:
|
Prior to making any investment decision,
investors should seek independent professional advice as they deem
necessary.
|
|
(n)
Name(s) and address(es), to the extent known to the Issuer, of the
placers in the various countries where the offer takes
place:
|
Meteor Asset
Management Limited
24/25 The Shard,
32 London Bridge Street,
London SE1 9SG
United Kingdom
LEI:
2138008UN4KBVG2LGA27
|
|
|
| |
ANNEX - INDEX
DISCLAIMER
FTSE 100 (the "Index")
The Securities are not in any way sponsored,
endorsed, sold or promoted by FTSE International Limited ("FTSE")
or the London Stock Exchange Group companies ("LSEG") (together the
"Licensor Parties") and none of the Licensor Parties make any
claim, prediction, warranty or representation whatsoever, expressly
or impliedly, either as to (i) the results to be obtained from the
use of the FTSE 100 INDEX (the "Index") (upon which the Securities
based), (ii) the figure at which the Index is said to stand at any
particular time on any particular day or otherwise, or (iii) the
suitability of the Index for the purpose to which it is being put
in connection with the Securities.
None of the Licensor Parties have provided or
will provide any financial or investment advice or recommendation
in relation to the Index to Barclays Bank PLC or to its clients.
The Index is calculated by FTSE or its agent. None of the Licensor
Parties shall be (a) liable (whether in negligence or otherwise) to
any person for any error in the Index or (b) under any obligation
to advise any person of any error therein. All rights in the Index
vest in FTSE. "FTSE®" is a trade mark of LSEG and is used by FTSE
under licence.
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 2,500,000 Securities due September 2030 pursuant to the Global Structured
Securities Programme (ISIN: XS2818533411) (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 16 April 2024 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, private bank and wealth management, 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 2023 and 31 December 2022 from the
annual consolidated financial statements of the Issuer for the
years ended 31 December 2023 and 2022 (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 2024 and 30 June
2023 was derived from the unaudited
condensed consolidated interim financial statements
of the Issuer in respect of the six months ended
30 June 2024 (the "Interim Results
Announcement"). Certain of the
comparative financial metrics included in the table below for the
six months ended 30 June 2023 were restated in the Interim Results
Announcement.
|
Consolidated Income
Statement
|
As at 30 June (unaudited)
|
|
|
|
|
|
|
|
(£m)
|
(£m)
|
Net interest
income.......................................................................................
|
3,115
|
3,120
|
6,653
|
5,398
|
Net fee and commission
income...................................................................
|
3,248
|
2,806
|
5,461
|
5,426
|
Credit impairment
charges
/(releases)............................................................
|
(831)
|
(688)
|
(1,578)
|
(933)
|
Net trading
income........................................................................................
|
3,302
|
3,853
|
5,980
|
7,624
|
Profit before
tax............................................................................................
|
2,677
|
3,132
|
4,223
|
4,867
|
Profit after
tax...............................................................................................
|
2,157
|
2,607
|
3,561
|
4,382
|
|
Consolidated Balance
Sheet
|
As at 30 June (unaudited)
|
|
|
|
|
|
|
(£m)
|
(£m)
|
Total
assets.......................................................................................................
|
1,283,964
|
1,185,166
|
1,203,537
|
Debt securities in
issue.....................................................................................
|
43,078
|
45,653
|
60,012
|
Subordinated
liabilities......................................................................................
|
37,849
|
35,903
|
38,253
|
Loans and advances at
amortised cost
.............................................................
|
190,572
|
185,247
|
182,507
|
Deposits at amortised
cost
...............................................................................
|
324,012
|
301,798
|
291,579
|
Total
equity.......................................................................................................
|
59,110
|
60,504
|
58,953
|
|
Certain Ratios from the
Financial Statements
|
As at 30 June (unaudited)
|
|
|
|
|
|
|
(%)
|
(%)
|
Common Equity Tier 1
capital1,2
.............................................................
|
11.7
|
12.1
|
12.7
|
Total regulatory
capital.............................................................................
|
18.6
|
19.2
|
20.8
|
UK leverage ratio
(sub-consolidated)3......................................................
|
5.6
|
6.0
|
|
1 Barclays Bank PLC's
capital and RWAs are regulated by the Prudential Regulation
Authority (PRA) on a solo-consolidated basis. The disclosure above
provides a capital metric for Barclays Bank PLC
solo-consolidated.
2The CET1 ratio is
calculated applying the IFRS 9 transitional arrangements under
Regulation (EU) No 575/2013 (the Capital Requirements Regulation),
as amended, as it forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended (UK CRR).
3 Leverage minimum
requirements for Barclays Bank PLC are set at sub-consolidated
level and as a result, the leverage disclosure above is for
Barclays Bank PLC sub-consolidated.
|
|
|
|
|
|
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, 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) interest
rate changes on the Barclays Bank Group's profitability; (iii) the
competitive environments of the banking and financial services
industry; (iv) the regulatory change agenda and impact on business
model; (v) the impact of benchmark interest rate reforms on the
Barclays Bank Group; and (vi) change delivery and execution
risks.
· Climate risk:
Climate risk is the impact on financial (credit,
market, treasury and capital) and operational risks arising from
climate change through physical risks, risks associated with
transitioning to a lower carbon economy.
· 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 changes 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) capital risk - the risk that the
Barclays Bank Group has an insufficient level or composition of
capital to support its normal business activities and to meet its
regulatory capital requirements under normal operating environments
and stressed conditions; (2) 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; 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.
· Compliance, reputation and
legal risks and legal, competition and regulatory
matters: Compliance 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 (conduct risk) and the risk to Barclays, its clients,
customers or markets from a failure to comply with the laws, rules
and regulations applicable to the firm. 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, rules 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
applicable laws, rules, regulations or contractual requirements or
to assert or defend their intellectual property rights. Legal risk
may arise in relation to any number of the material existing and
emerging risks summarised above.
|
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:
NX00411314; Tranche number: 1; ISIN: XS2818533411; Common Code:
281853341.
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 2,500,000 (the "Aggregate Nominal Amount"). The issue
price is 100% of the Specified Denomination.
The issue date is 23 Septmeber 2024
(the "Issue Date"). Subject
to early termination, the Securities are scheduled to redeem on 23
September 2030 (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 (the "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 1.5625% by the
Calculation Amount.
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 Date
|
Interest Barrier
|
Interest Payment Date
|
9 December 2024
|
80% of the Initial Price
|
23 December 2024
|
10 March 2025
|
80% of the Initial Price
|
24 March 2025
|
9 June 2025
|
80% of the Initial Price
|
23 June 2025
|
9 September 2025
|
80% of the Initial Price
|
23 September 2025
|
9 December 2025
|
80% of the Initial Price
|
23 December 2025
|
9 March 2026
|
80% of the Initial Price
|
23 March 2026
|
9 June 2026
|
80% of the Initial Price
|
23 June 2026
|
9 September 2026
|
80% of the Initial Price
|
23 September 2026
|
9 December 2026
|
80% of the Initial Price
|
23 December 2026
|
9 March 2027
|
80% of the Initial Price
|
23 March 2027
|
9 June 2027
|
80% of the Initial Price
|
23 June 2027
|
9 September 2027
|
80% of the Initial Price
|
23 September 2027
|
9 December 2027
|
80% of the Initial Price
|
23 December 2027
|
9 March 2028
|
80% of the Initial Price
|
23 March 2028
|
9 June 2028
|
80% of the Initial Price
|
23 June 2028
|
11 September 2028
|
80% of the Initial Price
|
25 September 2028
|
11 December 2028
|
80% of the Initial Price
|
27 December 2028
|
9 March 2029
|
80% of the Initial Price
|
23 March 2029
|
11 June 2029
|
80% of the Initial Price
|
25 June 2029
|
10 September 2029
|
80% of the Initial Price
|
24 September 2029
|
10 December 2029
|
80% of the Initial Price
|
24 December 2029
|
11 March 2030
|
80% of the Initial Price
|
25 March 2030
|
10 June 2030
|
80% of the Initial Price
|
24 June 2030
|
9 September 2030
|
80% of the Initial Price
|
23 September 2030
|
_____________________
B- Automatic Settlement
(Autocall)
The Securities will automatically
redeem prior to their Scheduled Settlement Date if the closing
level the 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 Date
|
Autocall Settlement Date
|
Autocall Barrier
|
9 September 2026
|
23 September 2026
|
100.00% of the Initial
Price
|
9 September 2027
|
23 September 2027
|
100.00% of the Initial
Price
|
11 September 2028
|
25 September 2028
|
100.00% of the Initial
Price
|
10 September 2029
|
24 September 2029
|
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 Underlying Asset, which
reflects the level of that asset near the issue date of the
Securities;
·
the 'Final Valuation Price' of the Underlying
Asset, which reflects the level of that asset near the Scheduled
Settlement Date;
·
the 'Strike Price' of the Underlying Asset, which
is calculated as 100% multiplied by the Initial Price of that
asset; and
·
the 'Knock-in Barrier Price' of the Underlying
Asset, which is calculated as 65% multiplied by the Initial Price
of that asset.
Initial Price: The Initial
Price of the Underlying Asset is the closing level of such
Underlying Asset on 9 September 2024
Final Valuation Price: The
Final Valuation Price of the Underlying Asset is the closing level
of such Underlying Asset on 9 September 2030 (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.
|
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 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.
·
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 2025 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) 1 August 2024 to (and including) 9
September 2024 (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 Barclays Bank PLC (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.
·
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 350.
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 Manager is the entity offering
and requesting for admission to trading of the
Securities.
See the item entitled "The
Authorised Offeror(s)" above. To be added
|
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 1.15% 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.
|