REG - Barclays Bank PLC - Publication of Final Terms
16/09/2024 17:45
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RNS Number : 3811E Barclays Bank PLC 16 September 2024
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 2,100,000 Securities due August 2027 pursuant to the
Global Structured Securities Programme Preference Share Linked Base Prospectus
dated 12 April 2024 (the "Base Prospectus")
Series: NX00414671| ISIN: XS2828074083
under the Global Structured Securities Programme
This notice relates to the original final terms for ISIN XS2828074083 dated 21
August 2024 (the "Original Final Terms"), which are being replaced by the
amended and restated final terms dated 16 September 2024 (the "Amended and
Restated Final Terms").
1. 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:
i) 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 complete and
should be read in conjunction with GSSP Preference Share Linked 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 Preference Share
Linked Base Prospectus dated 12 April 2024) for the purposes of Article 8(6)
of the UK Prospectus Regulation (the "Base Prospectus")."
ii) 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, 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."
iii) 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) As at 31 December
2024 2023 2023 2022
(£m) (£m)
Net interest 3,115 3,120 6,653 5,398
income.......................................................................................
Net fee and commission 3,248 2,806 5,461 5,426
income...................................................................
Credit impairment charges (831) (688) (1,578) (933)
/(releases)...........................................................
Net trading 3,302 3,853 5,980 7,624
income.......................................................................................
Profit before 2,677 3,132 4,223 4,867
tax...........................................................................................
Profit after 2,157 2,607 3,561 4,382
tax..............................................................................................
Consolidated Balance Sheet
As at 30 June (unaudited) As at 31 December
2024 2023 2022
(£m) (£m)
Total 1,283,964 1,185,166 1,203,537
assets.......................................................................................................
Debt securities in 43,078 45,653 60,012
issue.....................................................................................
Subordinated 37,849 35,903 38,253
liabilities.....................................................................................
Loans and advances at amortised cost 190,572 185,247 182,507
.............................................................
Deposits at amortised cost 324,012 301,798 291,579
...............................................................................
Total 59,110 60,504 58,953
equity.......................................................................................................
Certain Ratios from the Financial Statements
As at 30 June (unaudited) As at 31 December
2024 2023 2022
(%) (%)
Common Equity Tier 1 capital(1,2) 11.7 12.1 12.7
.........................................................
Total regulatory 18.6 19.2 20.8
capital.........................................................................
UK leverage ratio 5.6 6.0
(sub-consolidated)(3).................................................
( )
(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.
(2)The 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.
Consolidated Balance Sheet
As at 30 June (unaudited) As at 31 December
2024 2023 2022
(£m) (£m)
Total 1,283,964 1,185,166 1,203,537
assets.......................................................................................................
Debt securities in 43,078 45,653 60,012
issue.....................................................................................
Subordinated 37,849 35,903 38,253
liabilities.....................................................................................
Loans and advances at amortised cost 190,572 185,247 182,507
.............................................................
Deposits at amortised cost 324,012 301,798 291,579
...............................................................................
Total 59,110 60,504 58,953
equity.......................................................................................................
Certain Ratios from the Financial Statements
As at 30 June (unaudited) As at 31 December
2024 2023 2022
(%) (%)
Common Equity Tier 1 capital(1,2) 11.7 12.1 12.7
.........................................................
Total regulatory 18.6 19.2 20.8
capital.........................................................................
UK leverage ratio 5.6 6.0
(sub-consolidated)(3).................................................
( )
(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.
(2)The 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.
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 Preference Share Linked Base Prospectus dated 12
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 16 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.
Amended and Restated Final Terms
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 ("EEA"). 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 "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 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 EEA
has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA 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 Swiss Federal Act on Financial Services
("FinSA") of 15 June 2018, as amended. 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.
None of the Securities constitute a participation in a collective investment
scheme within the meaning of the Swiss Act on Collective Investment Schemes
("CISA") and are neither subject to the authorisation nor the supervision by
the Swiss Financial Market Supervisory Authority FINMA ("FINMA") and investors
do not benefit from the specific investor protection provided under the CISA.
The Securities may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of 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 constitutes 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 Swiss Financial Services Act ("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 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. Trading in the
Securities 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. The Securities are being offered and sold outside the United
States to non-U.S. persons in reliance on Regulation S.
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 2,100,000 Securities due August 2027 pursuant to the Global Structured
Securities Programme (the "Tranche 1 Securities")
Issue Price: 100.00 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 the 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 complete and should be
read in conjunction with GSSP Preference Share Linked 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 Preference Share Linked Base
Prospectus dated 12 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, and any supplements thereto, are available for viewing at
https://www.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.
These Securities 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 16 September 2024
(replacing the Final Terms dated 21 August 2024)
PART A - CONTRACTUAL TERMS
1. (a) Series number: NX00414671
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at the Issue Date:
(i) Tranche: GBP 2,100,000
(ii) Series: GBP 2,100,000
(b) Specified Denomination: GBP 1,000.00
(c) Minimum Tradable Amount: GBP 1,000.00.
(d) Calculation Amount: GBP 1,000.00
4. Issue Price: 100% of par
5. Issue Date: 21 August 2024
6. Scheduled Redemption Date: 23 August 2027
7. Preference Share linked Securities:
(a) Underlying Preference Share(s) and Underlying Preference Share Reference Underlying Preference Share: 1 Preference Share linked to EURO STOXX 50®
Asset(s): Index, S&P 500 Index and FTSE 100 INDEX (the "Underlying Preference Share
Reference Assets") issued by Teal Investments Limited (Class number: PEISC753)
(b) Final Valuation Date: 16 August 2027, subject as specified in General Condition 5.3 (Relevant
defined terms)
(c) Valuation Time: As specified in General Condition 5.3 (Relevant defined terms)
8. Additional Disruption Event:
(a) Change in Law: Applicable as per General Condition 22.1 (Definitions)
(b) Currency Disruption Event: Applicable as per General Condition 22.1 (Definitions)
(c) Extraordinary Market Disruption: Applicable as per General Condition 22.1 (Definitions)
(d) Optional Additional Adjustment Event(s): Applicable as per General Condition 22.1 (Definitions)
(i) Insolvency Filing: Applicable
(ii) Insolvency: Applicable
(iii) Preference Share Adjustment Event: Applicable
9. Form of Securities: Global Bearer Securities: Permanent Global Security
TEFRA: Not Applicable
NGN Form: Not Applicable
Held under the NSS: Not Applicable
CGN Form: Applicable
CDIs: Not Applicable
10. Trade Date: 14 August 2024
11. 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.
12. (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
13. Early Cash Settlement Date: As specified in General Condition 22.1 (Definitions)
For the purposes of a Preference Share Termination Event pursuant to General
Condition 6 which includes, but is not limited to, the occurrence of an
autocall event in respect of the Underlying Preference Share, the Securities
will be redeemed on the applicable Early Cash Settlement Date.
The Early Cash Settlement Date(s) corresponding to the relevant Early Cash
Settlement Valuation Date(s) are set out in the table below:
Early Cash Settlement Valuation Date(s) Early Cash Settlement Date(s)
14 August 2025 21 August 2025
17 February 2026 24 February 2026
14 August 2026 21 August 2026
16 February 2027 23 February 2027
14. Early Redemption Notice Period Number: Applicable as per General Condition 22.1 (Definitions)
15. Business Day: As defined in General Condition 22.1 (Definitions)
16. Determination Agent: Barclays Bank PLC
17. Registrar: Not Applicable
18. CREST Agent: Not Applicable
19. Transfer Agent: Not Applicable
20. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
21. Relevant Benchmarks: Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50(®) Index which is provided by STOXX Limited (the "Administrator").
As at the date of these 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 STOXX Limited is not currently
required to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or equivalence).
Amounts payable under the Securities may be calculated by reference to S&P
500 Index which is provided by S&P Dow Jones Indices LLC (the
"Administrator"). As at the date of these 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).
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 these 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").
14.
Early Redemption Notice Period Number:
Applicable as per General Condition 22.1 (Definitions)
15.
Business Day:
As defined in General Condition 22.1 (Definitions)
16.
Determination Agent:
Barclays Bank PLC
17.
Registrar:
Not Applicable
18.
CREST Agent:
Not Applicable
19.
Transfer Agent:
Not Applicable
20.
(a) Names of Manager:
Barclays Bank PLC
(b) Date of underwriting agreement:
Not Applicable
21.
Relevant Benchmarks:
Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50(®) Index which is provided by STOXX Limited (the "Administrator").
As at the date of these 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 STOXX Limited is not currently
required to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or equivalence).
Amounts payable under the Securities may be calculated by reference to S&P
500 Index which is provided by S&P Dow Jones Indices LLC (the
"Administrator"). As at the date of these 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).
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 these 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 on or around the Issue Date.
(b) Estimate of total expenses related to admission to trading: GBP 395.00
(c) Name and address of the entities which have a firm Not Applicable
commitment to act as intermediaries in secondary trading, providing liquidity
through bid and offer rates and a description of the main terms of their
commitment:
2. RATINGS
Ratings: The Securities have not been individually rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Manager and save for any trading and
market-making activities of the Issuer and/or its affiliates in the Underlying
Preference Share and/or the Underlying Preference Share Reference Assets, the
hedging activities of the Issuer and/or its affiliates and the fact that the
Issuer/an affiliate of the Issuer is the Determination Agent in respect of the
Securities and the determination agent in respect of the Underlying Preference
Share, so far as the Issuer is aware, no person involved in the offer of the
Securities has an interest material to the issue.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(a) Reasons for the offer: Making profit and/or hedging purposes
(b) Use of Proceeds: Not Applicable
(c) Estimated net proceeds: Not Applicable
(d) Estimated total expenses: Not Applicable
5. PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND OTHER INFORMATION
CONCERNING THE UNDERLYING PREFERENCE SHARE
The value of the Securities will depend upon the performance of the Underlying
Preference Share.
The Preference Share Value in respect of each Underlying Preference Share will
be published on each Business Day at
https://barxis.barcap.com/GB/1/en/home.app.
Details of the past performance and volatility of the Underlying Preference
Share Reference Assets may be obtained from Bloomberg Screen: SX5E in respect
of EURO STOXX 50(®) Index, SPX in respect of S&P 500 Index and UKX in
respect of FTSE 100 INDEX.
See also the Annex - "ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES
NOTE RELATING TO THE UNDERLYING"
6. POST ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with respect to the
Underlying Preference Share(s), unless required to do so by applicable law or
regulation.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS2828074083
(b) Common Code: 282807408
(c) Name(s) and address(es) of any clearing system(s) other than Euroclear Bank Not Applicable
S.A./N.V. and Clearstream Banking, société anonyme, and the relevant
identification number(s):
(d) Delivery: Delivery free of payment
(e) Intended to be held in a manner which would allow Eurosystem eligibility: No since unsecured debt instruments issued by credit institutions established
outside the European Union are not Eurosystem eligible.
(f) Green Structured Securities: No
(g) Green Index Linked Securities: No
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. Where a claim relating to the information
contained in the Prospectus is brought before a court, the plaintiff investor
might, under the national law, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated. 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 2,100,000.00 Securities due 23 August 2027 pursuant to the
Global Structured Securities Programme (ISIN: XS2828074083) (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: Not Applicable
Competent authority: The Base Prospectus was approved on 12 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, 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 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)
As at 31 December
2024 2023 2023 2022
(£m) (£m)
Net interest 3,115 3,120 6,653 5,398
income............................................................................................
Net fee and commission 3,248 2,806 5,461 5,426
income........................................................................
Credit impairment charges / (831) (688) (1,578) (933)
(releases)...............................................................
Net trading 3,302 3,853 5,980 7,624
income.............................................................................................
Profit before 2,677 3,132 4,223 4,867
tax.................................................................................................
Profit after 2,157 2,607 3,561 4,382
tax....................................................................................................
Consolidated Balance Sheet
As at 30 June (unaudited)
As at 31 December
2024 2023 2022
(£m) (£m)
Total 1,283,964 1,185,166 1,203,537
assets.........................................................................................................
Debt securities in 43,078 45,653 60,012
issue.......................................................................................
Subordinated 37,849 35,903 38,253
liabilities.......................................................................................
Loans and advances at amortised cost 190,572 185,247 182,507
...............................................................
Deposits at amortised cost 324,012 301,798 291,579
.................................................................................
Total 59,110 60,504 58,953
equity.........................................................................................................
Certain Ratios from the Financial Statements
As at 30 June (unaudited) As at 31 December
2024 2023 2022
(%) (%)
Common Equity Tier 1 capital(1, 11.7 12.1 12.7
2).........................................................................
Total regulatory 18.6 19.2 20.8
capital........................................................................................
UK leverage ratio 5.6 6.0 -
(sub-consolidated)(3).................................................................
(
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.
(2) The 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) the impact of
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 and 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 issued and admitted to trading, including
security identification numbers
The Securities are derivative securities in the form of notes issued in global
bearer form and will be uniquely identified by: Series number: NX00414671;
Tranche number: 1; ISIN: XS2828074083; Common Code: 282807408.
The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or
Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1,000. The issue size is GBP 2,100,000.00 and
the issue price is 100.00% of par.
The issue date is 21 August 2024 and the redemption date is 23 August 2027
(the "Redemption Date"). Such date may be postponed if the determination of
any value used to calculate an amount payable under the Securities is delayed.
Rights attached to the Securities
Each Security includes a right to a potential return and an amount payable on
redemption, together with certain ancillary rights such as the right to
receive notice of certain determinations and events and to vote on future
amendments.
The potential return on the Securities will be a redemption amount linked to
the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISC753), the "Underlying Preference Share", the value
of which is dependent on the performance of each Underlying Preference Share
Reference Asset. Information on the Underlying Preference Share can be found
on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities will be
redeemed by the Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation Amount
multiplied by (ii) the Preference Share Value(final) divided by the Preference
Share Value(initial).
Where:
· Calculation Amount: Calculations in respect of amounts payable
under the Securities are made by reference to the "Calculation Amount", being
GBP 1,000.00 per Security.
· Preference Share Value(final): the value of the Underlying
Preference Share on 16 August 2027, being the "Final Valuation Date". The
Final Valuation Date is subject to adjustment.
· Preference Share Value(initial): the Underlying Preference Share
on 21 August 2024, being the "Initial Valuation Date". The Initial Valuation
Date is subject to adjustment
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following:
If:
The Final Valuation Price of the Worst Performing Underlying Preference Share
Reference Asset is greater than or equal to the Final Barrier of the Worst
Performing Underlying Preference Share Reference Asset:
Value of the Underlying Preference Share = the Final Autocall Settlement
Percentage (being 127.720%) multiplied by the Calculation Amount (being GBP
100.00).
If:
a 'Trigger Event' has not occurred:
(a) Value of the Underlying Preference Share = 100%
multiplied by the Calculation Amount.
If:
a 'Trigger Event' has occurred:
(b) Value of the Underlying Preference Share = the Final
Valuation Price of the Worst Performing Underlying Preference Share Reference
Asset divided by the Strike Price of the Worst Performing Underlying
Preference Share Reference Asset and then multiplied by the Calculation Amount
(being GBP 100.00).
Where:
· Calculation Amount: GBP 100.00.
· Final Autocall Settlement Percentage: 127.720%
· Final Barrier: in respect of the Worst Performing Underlying
Preference Share Reference Asset and the final valuation date, an amount which
is calculated as 70.0000% multiplied by the Initial Price of that Underlying
Preference Share Reference Asset.
· Final Valuation Price: in respect of each Underlying Preference
Share Reference Asset, the closing price or level of such Underlying
Preference Share Reference Asset on 16 August 2027, subject to adjustment.
· Initial Price: in respect of each Underlying Preference Share
Reference Asset, the Initial Price specified in the table below, being the
closing price or level of such Underlying Preference Share Reference Asset on
14 August 2024, subject to adjustment.
(i) Underlying Preference Share Reference Asset Initial Price
1 EURO STOXX 50(®) Index 4,727.60
2 S&P 500 Index 5,455.21
3 FTSE 100 INDEX 8,281.05
· Knock-in Barrier Percentage: 70.0000%.
· Knock-in Barrier Price: in respect of an Underlying Preference
Share Reference Asset, an amount which is calculated as 70.0000% multiplied by
the Initial Price of that Underlying Preference Share Reference Asset.
· Strike Price: in respect of the Worst Performing Underlying
Preference Share Reference Asset, an amount which is calculated as 100.000%
multiplied by the Initial Price of that Underlying Preference Share Reference
Asset.
· Trigger Event: the closing price or level of any Underlying
Preference Share Reference Asset on the Final Valuation Date (being the
"trigger event observation date") is less than its corresponding Knock-in
Barrier Price.
· Underlying Preference Share Reference Asset: EURO STOXX 50®
Index, S&P 500 Index and FTSE 100 INDEX.
· Worst Performing Underlying Preference Share Reference Asset: the
Underlying Preference Share Reference Asset with the lowest performance. The
'performance' of an Underlying Preference Share Reference Asset is calculated
by dividing the Final Valuation Price of such Underlying Preference Share
Reference Asset by its Initial Price.
i Underlying Preference Share Reference Asset(s) Index Sponsor Exchange Bloomberg Screen
1 EURO STOXX 50(®) Index STOXX Limited Multi-exchange SX5E
2 S&P 500 Index S&P Dow Jones Indices LLC Multi-exchange SPX
3 FTSE 100 INDEX FTSE International Limited London Stock Exchange UKX
Early redemption of the Underlying Preference Shares following an autocall
event:
If the closing level of the Worst Performing Underlying Preference Share
Reference Asset observed in respect of an Autocall Valuation Date is greater
than or equal to its corresponding Autocall Barrier in respect of such
Autocall Valuation Date, the Underlying Preference Shares will be redeemed on
the Autocall Early Redemption Date immediately following such Autocall
Valuation Date. In such an event, the value of the Underlying Preference Share
will be equal to the Autocall Early Cash Settlement Percentage corresponding
to the relevant Autocall Valuation Date multiplied by the Calculation Amount
(being GBP 100.00), payable on the relevant Autocall Early Redemption Date.
The 'Autocall Barrier' of each Underlying Preference Share Reference Asset is
calculated as the Autocall Barrier Percentage specified in the table below
multiplied by the Initial Price of such Underlying Preference Share Reference
Asset.
i Autocall Valuation Date(s) Autocall Early Redemption Date Autocall Barrier Percentage(s) Autocall Early Cash Settlement Percentage(s)
1 14 August 2025 22 August 2025 100.000% 109.2400%
2 17 February 2026 25 February 2026 100.000% 113.8600%
3 14 August 2026 24 August 2026 100.000% 118.4800%
4 16 February 2027 24 February 2027 100.000% 123.1000%
Early redemption in respect of the Securities
Securities may at the option of the Issuer (in the case of (i) or (ii)) or
shall (in the case of (iii)) be redeemed earlier than the scheduled redemption
date (i) if performance becomes unlawful or impracticable, (ii) following the
occurrence of an additional disruption event which may include, but not be
limited to, a change in applicable law or a currency disruption event, or
(iii) following the occurrence of the redemption the Underlying Preference
Shares (other than by scheduled redemption pursuant to its terms).
The early redemption amount due in respect of each Security will be calculated
in the same way as if the Securities were redeemed on the scheduled redemption
date save that for such purpose the final value in respect of the Underlying
Preference Share shall be its value as of the day on which it is determined
that the Security will be early redeemed, all as determined by the
determination agent in good faith and in a commercially reasonable manner.
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:
Securities are offered and sold outside the United States to non-US persons in
reliance on 'Regulation S' 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 with effect from 21 August 2024.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
· Depending on the performance of the Underlying Preference Share,
you could lose some or all of your investment. The return on the Securities
depends on the change in value of the Underlying Preference Share, which may
fluctuate up or down depending on the performance of the Underlying Preference
Share Reference Asset(s). Past performance of the Underlying Preference Share
Reference Asset(s) should not be taken as an indication of future performance.
If the value of the Underlying Preference Share on final valuation is less
than upon initial valuation, you will lose some or all of your investment. The
Securities may drop in value after issuance and therefore if you sell them
prior to maturity in the secondary market (if any) you may lose some of your
investment.
· You are subject to the credit risk of the Issuer. 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 to be made by the 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. Further, under the Banking Act 2009, if
the relevant UK resolution authority is satisfied that the Issuer is failing
or likely to fail then, subject to certain other conditions being satisfied,
the Issuer may be subject to action taken by the resolution authority,
including potentially the write down of claims of unsecured creditors of the
Issuer (potentially including claims of investors in the Securities) and the
conversion of unsecured debt claims (potentially including the Securities) to
other instruments (e.g. equity shares), the transfer of all or part of the
Issuer's business to another entity, or other resolution measures. The
insolvency of the Issuer and/or any action taken by the resolution authority
may lead to a partial or total loss of the invested capital.
· 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.
· Risks relating to the Underlying Preference Share Reference
Asset(s):
As the Underlying Preference Share Reference Assets are equity indices the
Underlying Preference Share may be subject to the risk of fluctuations in
market interest rates, currency exchange rates, equity prices, inflation, the
value and volatility of the relevant equity index, and also to economic,
financial, regulatory, political, terrorist, military or other events in one
or more jurisdictions, including factors affecting capital markets generally.
This could have an adverse effect on the value of the Underlying Preference
Share which, in turn, will have an adverse effect on the value of your
Securities.
The value of the Underlying Preference Share depends on the level of the
Underlying Preference Share Reference Asset(s) reaching or crossing a
'barrier' on a specified date. If the Underlying Preference Share Reference
Asset(s) performs in such a way so that the Final Valuation Price of the Worst
Performing Underlying Preference Share Reference Asset is less than its
Knock-in Barrier Price on such specified date, the value of and return on the
Underlying Preference Share and, in turn, the Securities may be dramatically
less that if the level of the Underlying Preference Share Reference Asset(s)
had reached or crossed the 'barrier'.
You will be exposed to the performance of the Underlying Preference Share
Reference Asset which has the worst performance, rather than the basket as a
whole. Regardless of how the other Underlying Preference Share Reference
Asset(s) perform, if the worst performing Underlying Preference Share
Reference Asset fails to meet a relevant threshold or barrier, the value of
and return on the Underlying Preference Share and, in turn, the Securities may
be reduced and you could lose some or all of your investment.
· Risks of a lack of secondary market or sale in such market: There
may not be a secondary market for the Securities and, therefore, you may not
be able to sell them prior to their scheduled maturity or only for a
substantial loss.
· Reinvestment risk/loss of yield: Following an early redemption of
your Securities for any reason, you may be unable to reinvest the redemption
proceeds at an effective yield as high as the yield on the Securities being
redeemed which may have an adverse effect on your investment prospects.
· Risks relating to potential adjustments to the terms of the
Underlying Preference Share: You will not have any rights in respect of the
Underlying Preference Share or the Underlying Preference Share Reference
Asset(s). The terms of the Underlying Preference Share may be adjusted in
respect of, for example, valuation of the Underlying Preference Share
Reference Asset(s) which may be exercised by the issuer of the Underlying
Preference Share(s) in a manner which has an adverse effect on the market
value and/or amount repayable in respect of 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
Not Applicable: the Securities have not been offered to the public.
Estimated total expenses of the issue and/or offer including expenses charged
to investor by issuer/offeror
The Issuer will not charge any expenses to holders in connection with any
issue of Securities. Offerors may, however, charge expenses to holders. Such
expenses (if any) will be determined by agreement between the offeror and the
holders at the time of each issue.
Who is the offeror and/or the person asking for admission to trading?
The Manager is the entity 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
Not Applicable: no person involved in the issue has any interest, or
conflicting interest, that is material to the issue of Securities.
Consolidated Balance Sheet
As at 30 June (unaudited)
As at 31 December
2024 2023 2022
(£m) (£m)
Total 1,283,964 1,185,166 1,203,537
assets.........................................................................................................
Debt securities in 43,078 45,653 60,012
issue.......................................................................................
Subordinated 37,849 35,903 38,253
liabilities.......................................................................................
Loans and advances at amortised cost 190,572 185,247 182,507
...............................................................
Deposits at amortised cost 324,012 301,798 291,579
.................................................................................
Total 59,110 60,504 58,953
equity.........................................................................................................
Certain Ratios from the Financial Statements
As at 30 June (unaudited) As at 31 December
2024 2023 2022
(%) (%)
Common Equity Tier 1 capital(1, 11.7 12.1 12.7
2).........................................................................
Total regulatory 18.6 19.2 20.8
capital........................................................................................
UK leverage ratio 5.6 6.0 -
(sub-consolidated)(3).................................................................
(
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.
(2) The 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) the impact of
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 and 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 issued and admitted to trading, including
security identification numbers
The Securities are derivative securities in the form of notes issued in global
bearer form and will be uniquely identified by: Series number: NX00414671;
Tranche number: 1; ISIN: XS2828074083; Common Code: 282807408.
The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or
Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1,000. The issue size is GBP 2,100,000.00 and
the issue price is 100.00% of par.
The issue date is 21 August 2024 and the redemption date is 23 August 2027
(the "Redemption Date"). Such date may be postponed if the determination of
any value used to calculate an amount payable under the Securities is delayed.
Rights attached to the Securities
Each Security includes a right to a potential return and an amount payable on
redemption, together with certain ancillary rights such as the right to
receive notice of certain determinations and events and to vote on future
amendments.
The potential return on the Securities will be a redemption amount linked to
the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISC753), the "Underlying Preference Share", the value
of which is dependent on the performance of each Underlying Preference Share
Reference Asset. Information on the Underlying Preference Share can be found
on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities will be
redeemed by the Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation Amount
multiplied by (ii) the Preference Share Value(final) divided by the Preference
Share Value(initial).
Where:
· Calculation Amount: Calculations in respect of amounts payable
under the Securities are made by reference to the "Calculation Amount", being
GBP 1,000.00 per Security.
· Preference Share Value(final): the value of the Underlying
Preference Share on 16 August 2027, being the "Final Valuation Date". The
Final Valuation Date is subject to adjustment.
· Preference Share Value(initial): the Underlying Preference Share
on 21 August 2024, being the "Initial Valuation Date". The Initial Valuation
Date is subject to adjustment
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following:
If:
The Final Valuation Price of the Worst Performing Underlying Preference Share
Reference Asset is greater than or equal to the Final Barrier of the Worst
Performing Underlying Preference Share Reference Asset:
Value of the Underlying Preference Share = the Final Autocall Settlement
Percentage (being 127.720%) multiplied by the Calculation Amount (being GBP
100.00).
If:
a 'Trigger Event' has not occurred:
(a) Value of the Underlying Preference Share = 100%
multiplied by the Calculation Amount.
If:
a 'Trigger Event' has occurred:
(b) Value of the Underlying Preference Share = the Final
Valuation Price of the Worst Performing Underlying Preference Share Reference
Asset divided by the Strike Price of the Worst Performing Underlying
Preference Share Reference Asset and then multiplied by the Calculation Amount
(being GBP 100.00).
Where:
· Calculation Amount: GBP 100.00.
· Final Autocall Settlement Percentage: 127.720%
· Final Barrier: in respect of the Worst Performing Underlying
Preference Share Reference Asset and the final valuation date, an amount which
is calculated as 70.0000% multiplied by the Initial Price of that Underlying
Preference Share Reference Asset.
· Final Valuation Price: in respect of each Underlying Preference
Share Reference Asset, the closing price or level of such Underlying
Preference Share Reference Asset on 16 August 2027, subject to adjustment.
· Initial Price: in respect of each Underlying Preference Share
Reference Asset, the Initial Price specified in the table below, being the
closing price or level of such Underlying Preference Share Reference Asset on
14 August 2024, subject to adjustment.
(i) Underlying Preference Share Reference Asset Initial Price
1 EURO STOXX 50(®) Index 4,727.60
2 S&P 500 Index 5,455.21
3 FTSE 100 INDEX 8,281.05
· Knock-in Barrier Percentage: 70.0000%.
· Knock-in Barrier Price: in respect of an Underlying Preference
Share Reference Asset, an amount which is calculated as 70.0000% multiplied by
the Initial Price of that Underlying Preference Share Reference Asset.
· Strike Price: in respect of the Worst Performing Underlying
Preference Share Reference Asset, an amount which is calculated as 100.000%
multiplied by the Initial Price of that Underlying Preference Share Reference
Asset.
· Trigger Event: the closing price or level of any Underlying
Preference Share Reference Asset on the Final Valuation Date (being the
"trigger event observation date") is less than its corresponding Knock-in
Barrier Price.
· Underlying Preference Share Reference Asset: EURO STOXX 50®
Index, S&P 500 Index and FTSE 100 INDEX.
· Worst Performing Underlying Preference Share Reference Asset: the
Underlying Preference Share Reference Asset with the lowest performance. The
'performance' of an Underlying Preference Share Reference Asset is calculated
by dividing the Final Valuation Price of such Underlying Preference Share
Reference Asset by its Initial Price.
i Underlying Preference Share Reference Asset(s) Index Sponsor Exchange Bloomberg Screen
1 EURO STOXX 50(®) Index STOXX Limited Multi-exchange SX5E
2 S&P 500 Index S&P Dow Jones Indices LLC Multi-exchange SPX
3 FTSE 100 INDEX FTSE International Limited London Stock Exchange UKX
Early redemption of the Underlying Preference Shares following an autocall
event:
If the closing level of the Worst Performing Underlying Preference Share
Reference Asset observed in respect of an Autocall Valuation Date is greater
than or equal to its corresponding Autocall Barrier in respect of such
Autocall Valuation Date, the Underlying Preference Shares will be redeemed on
the Autocall Early Redemption Date immediately following such Autocall
Valuation Date. In such an event, the value of the Underlying Preference Share
will be equal to the Autocall Early Cash Settlement Percentage corresponding
to the relevant Autocall Valuation Date multiplied by the Calculation Amount
(being GBP 100.00), payable on the relevant Autocall Early Redemption Date.
The 'Autocall Barrier' of each Underlying Preference Share Reference Asset is
calculated as the Autocall Barrier Percentage specified in the table below
multiplied by the Initial Price of such Underlying Preference Share Reference
Asset.
i Autocall Valuation Date(s) Autocall Early Redemption Date Autocall Barrier Percentage(s) Autocall Early Cash Settlement Percentage(s)
1 14 August 2025 22 August 2025 100.000% 109.2400%
2 17 February 2026 25 February 2026 100.000% 113.8600%
3 14 August 2026 24 August 2026 100.000% 118.4800%
4 16 February 2027 24 February 2027 100.000% 123.1000%
Early redemption in respect of the Securities
Securities may at the option of the Issuer (in the case of (i) or (ii)) or
shall (in the case of (iii)) be redeemed earlier than the scheduled redemption
date (i) if performance becomes unlawful or impracticable, (ii) following the
occurrence of an additional disruption event which may include, but not be
limited to, a change in applicable law or a currency disruption event, or
(iii) following the occurrence of the redemption the Underlying Preference
Shares (other than by scheduled redemption pursuant to its terms).
The early redemption amount due in respect of each Security will be calculated
in the same way as if the Securities were redeemed on the scheduled redemption
date save that for such purpose the final value in respect of the Underlying
Preference Share shall be its value as of the day on which it is determined
that the Security will be early redeemed, all as determined by the
determination agent in good faith and in a commercially reasonable manner.
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:
Securities are offered and sold outside the United States to non-US persons in
reliance on 'Regulation S' 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 with effect from 21 August 2024.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
· Depending on the performance of the Underlying Preference Share,
you could lose some or all of your investment. The return on the Securities
depends on the change in value of the Underlying Preference Share, which may
fluctuate up or down depending on the performance of the Underlying Preference
Share Reference Asset(s). Past performance of the Underlying Preference Share
Reference Asset(s) should not be taken as an indication of future performance.
If the value of the Underlying Preference Share on final valuation is less
than upon initial valuation, you will lose some or all of your investment. The
Securities may drop in value after issuance and therefore if you sell them
prior to maturity in the secondary market (if any) you may lose some of your
investment.
· You are subject to the credit risk of the Issuer. 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 to be made by the 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. Further, under the Banking Act 2009, if
the relevant UK resolution authority is satisfied that the Issuer is failing
or likely to fail then, subject to certain other conditions being satisfied,
the Issuer may be subject to action taken by the resolution authority,
including potentially the write down of claims of unsecured creditors of the
Issuer (potentially including claims of investors in the Securities) and the
conversion of unsecured debt claims (potentially including the Securities) to
other instruments (e.g. equity shares), the transfer of all or part of the
Issuer's business to another entity, or other resolution measures. The
insolvency of the Issuer and/or any action taken by the resolution authority
may lead to a partial or total loss of the invested capital.
· 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.
· Risks relating to the Underlying Preference Share Reference
Asset(s):
As the Underlying Preference Share Reference Assets are equity indices the
Underlying Preference Share may be subject to the risk of fluctuations in
market interest rates, currency exchange rates, equity prices, inflation, the
value and volatility of the relevant equity index, and also to economic,
financial, regulatory, political, terrorist, military or other events in one
or more jurisdictions, including factors affecting capital markets generally.
This could have an adverse effect on the value of the Underlying Preference
Share which, in turn, will have an adverse effect on the value of your
Securities.
The value of the Underlying Preference Share depends on the level of the
Underlying Preference Share Reference Asset(s) reaching or crossing a
'barrier' on a specified date. If the Underlying Preference Share Reference
Asset(s) performs in such a way so that the Final Valuation Price of the Worst
Performing Underlying Preference Share Reference Asset is less than its
Knock-in Barrier Price on such specified date, the value of and return on the
Underlying Preference Share and, in turn, the Securities may be dramatically
less that if the level of the Underlying Preference Share Reference Asset(s)
had reached or crossed the 'barrier'.
You will be exposed to the performance of the Underlying Preference Share
Reference Asset which has the worst performance, rather than the basket as a
whole. Regardless of how the other Underlying Preference Share Reference
Asset(s) perform, if the worst performing Underlying Preference Share
Reference Asset fails to meet a relevant threshold or barrier, the value of
and return on the Underlying Preference Share and, in turn, the Securities may
be reduced and you could lose some or all of your investment.
· Risks of a lack of secondary market or sale in such market: There
may not be a secondary market for the Securities and, therefore, you may not
be able to sell them prior to their scheduled maturity or only for a
substantial loss.
· Reinvestment risk/loss of yield: Following an early redemption of
your Securities for any reason, you may be unable to reinvest the redemption
proceeds at an effective yield as high as the yield on the Securities being
redeemed which may have an adverse effect on your investment prospects.
· Risks relating to potential adjustments to the terms of the
Underlying Preference Share: You will not have any rights in respect of the
Underlying Preference Share or the Underlying Preference Share Reference
Asset(s). The terms of the Underlying Preference Share may be adjusted in
respect of, for example, valuation of the Underlying Preference Share
Reference Asset(s) which may be exercised by the issuer of the Underlying
Preference Share(s) in a manner which has an adverse effect on the market
value and/or amount repayable in respect of 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
Not Applicable: the Securities have not been offered to the public.
Estimated total expenses of the issue and/or offer including expenses charged
to investor by issuer/offeror
The Issuer will not charge any expenses to holders in connection with any
issue of Securities. Offerors may, however, charge expenses to holders. Such
expenses (if any) will be determined by agreement between the offeror and the
holders at the time of each issue.
Who is the offeror and/or the person asking for admission to trading?
The Manager is the entity 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
Not Applicable: no person involved in the issue has any interest, or
conflicting interest, that is material to the issue of Securities.
Annex
ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE
UNDERLYING
Terms and conditions of the Underlying Preference Share
The terms and conditions of the Underlying Preference Share comprise:
(b) the general terms and conditions of preference shares,
which apply to each class of preference shares issued by the issuer of the
Underlying Preference Share in accordance with its articles of association.
Such general terms and conditions are a part of the articles of association,
and are replicated in the section headed "Terms and Conditions of the
Preference Shares" of this Document; and
(c) the following Preference Share Confirmation, which
only applies to the Underlying Preference Share and completes, supplements
and/or amends the general terms and conditions of preference shares for the
purposes of the Underlying Preference Share.
Preference Share Confirmation dated 20 August 2024
TEAL INVESTMENTS LIMITED
(the "Preference Share Issuer")
(Incorporated in Jersey and independent to the Issuer)
Class PEISC753 GBP Preference Shares linked to EURO STOXX 50(®) Index,
S&P 500 Index and FTSE 100 INDEX due August 2027
(the "Preference Shares")
Issue Price: GBP 100.00 per Preference Share
This document constitutes the Preference Share Confirmation of the Preference
Shares (the "Preference Share Confirmation") described herein. This Preference
Share Confirmation is supplemental to and should be read in conjunction with
the Preference Share General Conditions set forth in the Articles of
Association of the Preference Share Issuer.
Words and expressions defined in the Preference Share General Conditions and
not defined in this document shall bear the same meanings when used therein.
PART A - CONTRACTUAL TERMS
1. Class PEISC753
2. Settlement Currency: Pound Sterling ("GBP")
3. Preference Shares:
(a) Number of Preference Shares: 1
(b) Type of Preference Shares: Equity Index Linked Preference Shares
4. Calculation Amount: GBP 100.00
5. Issue Price: GBP 100.00 per Preference Share.
6. Issue Date: 20 August 2024
7. Scheduled Redemption Date: 24 August 2027, subject to adjustment in accordance with the Business Day
Convention
Provisions relating to redemption:
(Preference Share General Condition 6 (Final redemption))
8. Underlying Performance Type: Worst-of
9. (a) Redemption Valuation Type: Final Autocall Settlement
(b) Additional Amount: (Preference Share General Condition 7 (Determination of Not Applicable
the Additional Amount))
10. Redemption Value Barriers and Thresholds:
(c) Barrier: European
(d) Trigger Event Type: European (Final)
(e) Final Barrier Percentage: 70.0000%
(f) Strike Price Percentage: 100.000%
(g) Knock-in Barrier Percentage: 70.0000%
(h) Trigger Event Observation Date: 16 August 2027
(i) Final Autocall Settlement Percentage: 127.720%
11. Additional Amount Barriers and Thresholds: Not Applicable
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.1 (Automatic early redemption following
an Autocall Event))
12. Autocall or Autocall (bearish): Autocall is Applicable
i Autocall Valuation Date(s): Autocall Early Redemption Date(s): Autocall Barrier Percentage(s): Autocall Early Cash Settlement Percentage:
1 14 August 2025 22 August 2025 100.000% 109.2400%
2 17 February 2026 25 February 2026 100.000% 113.8600%
3 14 August 2026 24 August 2026 100.000% 118.4800%
4 16 February 2027 24 February 2027 100.000% 123.1000%
(a) Autocall Valuation Price: The Valuation Price on each of the Autocall Valuation Date(s) specified in the
table above
(i) Averaging-out: Not Applicable
(ii) Min Lookback-out: Not Applicable
(iii) Max Lookback-out: Not Applicable
(iv) Autocall Valuation Date(s): Each of the dates specified as "Autocall Valuation Date(s)" in the table above
(b) Autocall Early Redemption Date: Each of the dates specified as "Autocall Early Redemption Date(s)" in the
table above, subject to adjustment in accordance with the Business Day
Convention
(c) Autocall Barrier Percentage(s): Each of the percentages specified as "Autocall Barrier Percentage(s)" in the
table above
(d) Autocall Early Cash Settlement Percentage(s): Each of the percentages specified as "Autocall Early Cash Settlement
Percentage(s)" in the table above
(a) Autocall Valuation Price:
The Valuation Price on each of the Autocall Valuation Date(s) specified in the
table above
(i) Averaging-out:
Not Applicable
(ii) Min Lookback-out:
Not Applicable
(iii) Max Lookback-out:
Not Applicable
(iv) Autocall Valuation Date(s):
Each of the dates specified as "Autocall Valuation Date(s)" in the table above
(b) Autocall Early Redemption Date:
Each of the dates specified as "Autocall Early Redemption Date(s)" in the
table above, subject to adjustment in accordance with the Business Day
Convention
(c) Autocall Barrier Percentage(s):
Each of the percentages specified as "Autocall Barrier Percentage(s)" in the
table above
(d) Autocall Early Cash Settlement Percentage(s):
Each of the percentages specified as "Autocall Early Cash Settlement
Percentage(s)" in the table above
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.2 (Automatic early redemption following
an Autocall Event (Phoenix))
13. Autocall (Phoenix) or Autocall (Phoenix) (bearish): Not Applicable
14. Issuer Early Redemption Option: Applicable
15. Investor Early Redemption Option: Applicable
Provisions relating to the Reference Asset(s):
16. Reference Asset(s):
(a) Share(s): Not Applicable
(b) Equity Indices: Each Equity Index set out in Table 1 below in the column entitled 'Equity
Index'.
(i) Exchange(s): Each Exchange set out in Table 1 below in the column entitled 'Exchange'.
(ii) Related Exchange(s): Each Related Exchange set out in Table 1 below in the column entitled 'Related
Exchange'.
(iii) Bloomberg Screen: Each Bloomberg Screen set out in Table 1 below in the column entitled
'Bloomberg Screen'.
(iv) Reuters Screen Page: In respect of each Equity Index, Not Applicable
(v) Index Sponsor(s): Each Index Sponsor set out in Table 1 below in the column entitled 'Index
Sponsor'.
(vi) Valuation Time: As specified in Preference Share General Condition 31 (Definitions and
interpretation).
Table 1
i Equity Index Initial Price Exchange Related Exchange Bloomberg Screen Index Sponsor
1 EURO STOXX 50(®) Index 4,727.60 Multi-exchange All Exchanges SX5E STOXX Limited
Relevant Price: Closing Price
2 S&P 500 Index 5,455.21 Multi-exchange All Exchanges SPX S&P Dow Jones Indices LLC
Relevant Price: Closing Price
3 FTSE 100 INDEX 8,281.05 London Stock Exchange All Exchanges UKX FTSE International Limited
Relevant Price: Closing Price
17. Initial Price: In respect of each Reference Asset, the Relevant Price on the Initial
Valuation Date, as set out in the table above in the column entitled 'Initial
Price'.
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 14 August 2024
Initial Valuation Date: Individual Pricing
18. Final Valuation Price: The Valuation Price 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: 16 August 2027
17.
Initial Price:
In respect of each Reference Asset, the Relevant Price on the Initial
Valuation Date, as set out in the table above in the column entitled 'Initial
Price'.
(a) Averaging-in:
Not Applicable
(b) Min Lookback-in:
Not Applicable
(c) Max Lookback-in:
Not Applicable
(d) Initial Valuation Date:
14 August 2024
Initial Valuation Date: Individual Pricing
18.
Final Valuation Price:
The Valuation Price 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:
16 August 2027
Provisions relating to disruption events and taxes and expenses:
19. Consequences of a Disrupted Day (in respect of an Averaging Date, Lookback Not Applicable
Date or Trigger Event Observation Date): (Preference Share General Condition
11.2 (Averaging Dates, Lookback Dates and Trigger Event Observation Dates))
20. FX Disruption Event: (Preference Share General Condition 15 (FX Disruption Not Applicable
Event))
21. Local Jurisdiction Taxes and Expenses: (Preference Share General Condition 16 Not Applicable
(Local Jurisdiction Taxes and Expenses))
22. Additional Disruption Events: (Preference Share General Condition 14
(Adjustment or early redemption following an Additional Disruption Event))
(a) Change in Law: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(b) Currency Disruption Event: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(c) Hedging Disruption: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(d) Extraordinary Market Disruption: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(e) Increased Cost of Hedging: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(f) Affected Jurisdiction Hedging Disruption: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(g) Affected Jurisdiction Increased Cost of Hedging: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(h) Increased Cost of Stock Borrow: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(i) Loss of Stock Borrow: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(j) Foreign Ownership Event Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(k) Fund Disruption Event: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
23. Early Cash Settlement Amount: Market Value
24. Unwind Costs: Applicable
25. Market Disruption of connected Futures Contracts: Not Applicable
General Provisions:
26. Form of Preference Shares: Uncertificated registered securities
27. Trade Date: 14 August 2024
28. Early Redemption Notice Period Number: As specified in Preference Share General Condition 31 (Definitions and
interpretation)
29. Business Day: As defined in Preference Share General Condition 31 (Definitions and
interpretation)
30. Business Day Convention: Following
31. Determination Agent: Barclays Bank PLC
32. Registrar: Maples Fiduciary Services (Jersey) Limited
33. Relevant Benchmark: Amounts payable under the Preference Share may be calculated by reference to
EURO STOXX 50(®) Index which is provided by STOXX Limited (the
"Administrator"). As at the date of this Preference Share Confirmation, 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 STOXX Limited is not currently
required to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or equivalence).
Amounts payable under the Preference Share may be calculated by reference to
S&P 500 Index which is provided by S&P Dow Jones Indices LLC (the
"Administrator"). As at the date of this Preference Share Confirmation, 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).
Amounts payable under the Preference Share may be calculated by reference to
FTSE 100 INDEX which is provided by FTSE International Limited (the
"Administrator"). As at the date of this Preference Share Confirmation, 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
The Preference Shares are not listed on any stock exchange.
(2) PERFORMANCE OF REFERENCE ASSET AND OTHER INFORMATION CONCERNING THE REFERENCE
ASSET
Bloomberg screen: SX5E in respect of EURO STOXX 50(®) Index.
Bloomberg screen: SPX in respect of S&P 500 Index.
Bloomberg screen: UKX in respect of FTSE 100 INDEX.
Index Disclaimer: See Annex hereto
ANNEX - INDEX DISCLAIMERS
EUROSTOXX 50 Index (the "Index")
The Index is the intellectual property (including registered trademarks) of
STOXX Limited, Zurich, Switzerland ("STOXX"), Deutsche Börse Group or their
licensors, which is used under license. The Securities are neither sponsored
nor promoted, distributed or in any other manner supported by STOXX, Deutsche
Börse Group or their licensors, research partners or data providers and
STOXX, Deutsche Börse Group and their licensors, research partners or data
providers do not give any warranty, and exclude any liability (whether in
negligence or otherwise) with respect thereto generally or specifically in
relation to any errors, omissions or interruptions in the Index or its data.
S&P 500 Index (the "Index")
The Index is a product of S&P Dow Jones Indices LLC or its affiliates
("SPDJI"), and has been licensed for use by the Issuer. Standard &
Poor's®, S&P® and S&P 500® are registered trademarks of Standard
& Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered
trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these
trademarks have been licensed for use by SPDJI and sublicensed for certain
purposes by the Issuer. It is not possible to invest directly in an index. The
Securities are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones,
S&P, any of their respective affiliates (collectively, "S&P Dow Jones
Indices"). S&P Dow Jones Indices does not make any representation or
warranty, express or implied, to the owners of the Securities or any member of
the public regarding the advisability of investing in securities generally or
in the Securities particularly or the ability of the Index to track general
market performance. Past performance of an index is not an indication or
guarantee of future results. S&P Dow Jones Indices' only relationship to
the Issuer with respect to the Index is the licensing of the Index and certain
trademarks, service marks and/or trade names of S&P Dow Jones Indices
and/or its licensors. The Index is determined, composed and calculated by
S&P Dow Jones Indices without regard to the Issuer or the Securities.
S&P Dow Jones Indices has no obligation to take the needs of the Issuer or
the owners of the Securities into consideration in determining, composing or
calculating the Index. S&P Dow Jones Indices is not responsible for and
has not participated in the determination of the prices, and amount of the
Securities or the timing of the issuance or sale of the Securities or in the
determination or calculation of the equation by which the Securities is to be
converted into cash, surrendered or redeemed, as the case may be. S&P Dow
Jones Indices has no obligation or liability in connection with the
administration, marketing or trading of the Securities. There is no assurance
that investment products based on the Index will accurately track index
performance or provide positive investment returns. S&P Dow Jones Indices
LLC is not an investment or tax advisor. A tax advisor should be consulted to
evaluate the impact of any tax-exempt securities on portfolios and the tax
consequences of making any particular investment decision. Inclusion of a
security within an index is not a recommendation by S&P Dow Jones Indices
to buy, sell, or hold such security, nor is it considered to be investment
advice.
NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE
ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY
DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL
OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR
LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES
INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR
AS TO RESULTS TO BE OBTAINED BY THE ISSUER, OWNERS OF THE SECURITIES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,
LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE ISSUER,
OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
FTSE 100 (the "Index")
The Securities (the "Barclays product(s)") has/have been developed solely by
Barclays. The Barclays product(s) is/are not in any way connected to or
sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc
and its group undertakings (collectively, the "LSE Group"). FTSE Russell is a
trading name of certain of the LSE Group companies.
All rights in the "FTSE 100" (the "Index") vest in the relevant LSE Group
company which owns the Index. "FTSE®" is/are a trade mark(s) of the relevant
LSE Group company and is/are used by any other LSE Group company under
license.
The Index is calculated by or on behalf of FTSE International Limited or its
affiliate, agent or partner. The LSE Group does not accept any liability
whatsoever to any person arising out of (a) the use of, reliance on or any
error in the Index or (b) investment in or operation of the Barclays
Product(s). The LSE Group makes no claim, prediction, warranty or
representation either as to the results to be obtained from the Barclays
Product(s) or the suitability of the Index for the purpose to which it is
being put by Barclays.
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