Publication of Notice to the
Holders of Securities
BARCLAYS BANK
PLC
Notice to holders of GBP
9,213,520 Securities due October 2030 pursuant to the Global
Structured Securities Programme Preference Share Linked Base
Prospectus dated 12 April 2024 (the "Base
Prospectus")
Series: NX00424352|
ISIN: XS2862571861
under the Global Structured
Securities Programme
This notice relates to the
original final terms for ISIN XS2862571861 dated 15 October 2024
(the "Original Final
Terms"), which are being replaced by the amended and
restated final terms dated 6 December 2024 (the "Amended and Restated Final
Terms").
In the summary to the Amended and
Restated Final Terms under the section titled "KEY INFORMATION ON THE SECURITIES",
the sub-section titled "Type
and class
of Securities
being issued
and admitted
to trading,
including security
identification numbers"
has been updated to amend the SEDOL
identification number so that the this section now reads as
follows:
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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: NX00424352; Tranche
number: 1; ISIN: XS2862571861; Common Code: 286257186; SEDOL:
BMCC698.
The Securities are cleared and
settled through Euroclear Bank S.A./N.V. and/or Clearstream Banking
société
anonyme.
Interests in the Securities will
be constituted through the issuance of CREST direct interests
("CDIs"). CDIs are
independent securities under English law and will be issued by
CREST. Holders of CDIs will not be entitled to deal in the
Securities directly and all dealings in the Securities must be
effected through CREST in relation to the holding of
CDIs.
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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 6
December 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
9,213,520 Securities due October 2030 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 restate 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 Resated 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 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 Final Terms shall bear
the same meanings when used herein.
BARCLAYS
Amended and Restated
Final Terms dated
6
December 2024
(replacing the
Final Terms dated
15
October 2024)
PART A - CONTRACTUAL
TERMS
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1.
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(a) Series number:
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NX00424352
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(b) Tranche number:
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1
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2.
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Currency:
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Pound Sterling ("GBP")
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3.
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Securities:
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(a) Aggregate Nominal Amount as at
the Issue Date:
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(i) Tranche:
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GBP 9,213,520
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(ii) Series:
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GBP 9,213,520
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(b) Specified Denomination:
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GBP 1.00
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(c) Minimum Tradable Amount:
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GBP 1.00.
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(d) Calculation Amount:
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GBP 1.00
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4.
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Issue Price:
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100% of par The Issuer or Dealer
will pay Atlantic House a Manufacturing Fee in consideration of
Atlantic House performing manufacturing obligations with respect to
the Securities. Such Manufacturing Fee will be paid upfront and
will be calculated as a percentage of the nominal amount
subscribed. The Issue Price and the terms of the Securities take
into account such Manufacturing Fee and the Issue Price may be more than the market value of the Securities
on the
Issue Date.
Manufacturing Fee
means a fee that is payable to a firm that manufactures an investment product
that could
include the creation, development, issuance or design of that
product. The breakdown of the co-manufacturing fee is available
upon request
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5.
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Issue Date:
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15 October 2024
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6.
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Scheduled Redemption Date:
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15 October 2030
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7.
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Preference Share linked Securities:
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(a) Underlying Preference Share(s)
and Underlying Preference Share Reference Asset(s):
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Underlying Preference Share: 1 Preference Share linked to FTSE 100 INDEX and S&P 500
Index (the "Underlying Preference
Share Reference Assets") issued by Teal Investments
Limited (Class number: PEISC799)
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(b) Final Valuation Date:
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8 October 2030, subject as
specified in General Condition 5.3 (Relevant defined terms)
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(c) Valuation Time:
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As specified in General Condition
5.3 (Relevant defined
terms)
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8.
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Additional Disruption Event:
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(a) Change in Law:
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Applicable as per General
Condition 22.1 (Definitions)
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(b) Currency Disruption
Event:
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Applicable as per General
Condition 22.1 (Definitions)
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(c) Extraordinary Market
Disruption:
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Applicable as per General
Condition 22.1 (Definitions)
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(d) Optional Additional Adjustment
Event(s):
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Applicable as per General
Condition 22.1 (Definitions)
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(i)
Insolvency Filing:
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Applicable
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(ii)
Insolvency:
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Applicable
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(iii)
Preference Share
Adjustment Event:
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Applicable
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9.
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Form of Securities:
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Global Bearer Securities:
Permanent Global Security
NGN Form: Not Applicable
Held under the NSS: Not Applicable
CGN Form: Applicable
CDIs: Applicable
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10.
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Trade Date:
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8 October 2024
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11.
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871(m) Securities
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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.
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12.
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(i) Prohibition of Sales to UK
Retail Investors:
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Not Applicable
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(ii) Prohibition of Sales to EEA
Retail Investors:
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Applicable - see the cover page of
these Final
Terms
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(iii) Prohibition of Sales to Swiss Retail Investors:
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Applicable - see the cover page of
these Final Terms
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13.
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Early Cash Settlement Date:
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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
Early Cash
Settlement
Settlement Valuation
Date(s)
Date(s)
8 October 2025
15 October 2025
8 October 2026
15 October 2026
8 October 2027
15 October 2027
9 October 2028
16 October 2028
8 October 2029
15 October 2029
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14.
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Early Redemption Notice Period
Number:
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Applicable as per General
Condition 22.1 (Definitions)
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15.
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Business Day:
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As defined in General Condition 22.1 (Definitions)
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16.
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Determination Agent:
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Barclays Bank PLC
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17.
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Registrar:
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Not Applicable
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18.
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CREST Agent:
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Not Applicable
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19.
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Transfer Agent:
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Not Applicable
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20.
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(a) Names of Manager:
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Barclays Bank PLC
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(b) Date of underwriting
agreement:
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Not Applicable
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21.
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Relevant Benchmarks:
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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").
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).
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PART B - OTHER INFORMATION
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1.
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LISTING AND
ADMISSION TO TRADING
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(a) Listing and Admission to Trading:
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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.
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(b) Estimate of total
expenses related to admission to trading:
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GBP 395.00
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(c) Name and address of the
entities which have a firm 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:
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Not Applicable
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2.
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RATINGS
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Ratings:
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The Securities have not been individually
rated.
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3.
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INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
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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.
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4.
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REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
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(a)
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Reasons for the offer:
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Making profit and/or hedging
purposes
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(b)
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Use of Proceeds:
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Not Applicable
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(c)
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Estimated net proceeds:
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Not Applicable
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(d)
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Estimated total expenses:
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Not Applicable
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5.
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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: UKX in respect of FTSE 100
INDEX and SPX in respect of S&P 500 Index.
See also the Annex - "ADDITIONAL
PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE
UNDERLYING"
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6.
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POST ISSUANCE
INFORMATION
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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.
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7.
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OPERATIONAL INFORMATION
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(a)
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ISIN Code:
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XS2862571861
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(b)
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Common Code:
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286257186
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(c)
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Name(s) and address(es) of any
clearing system(s) other than Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme, and the relevant identification number(s):
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Not Applicable
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(d)
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Delivery:
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Delivery free of payment
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(e)
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Intended to be held in a manner
which would allow Eurosystem eligibility:
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No since unsecured debt instruments issued by credit institutions established
outside the European Union are not Eurosystem eligible.
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(f)
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Green Structured
Securities:
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No
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(g)
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Green Index Linked Securities:
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No
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SUMMARY
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INTRODUCTION
AND WARNINGS
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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.
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Securities:
GBP 9,213,520.00 Securities due 15 October 2030
pursuant to the Global Structured Securities Programme (ISIN:
XS2862571861) (the "Securities").
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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.
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The
Authorised Offeror:
Not Applicable
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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).
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KEY
INFORMATION ON
THE ISSUER
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Who
is
the Issuer
of
the Securities?
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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.
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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.
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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.
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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.
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|
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 income........................................................................................................
|
3,115
|
3,120
|
|
6,653
|
5,398
|
|
Net fee
and commission income..................................................................................
|
3,248
|
2,806
|
|
5,461
|
5,426
|
|
Credit impairment
charges / (releases)
.....................................................................
|
(831)
|
(688)
|
|
(1,578)
|
(933)
|
|
Net
trading income.........................................................................................................
|
3,302
|
3,853
|
|
5,980
|
7,624
|
|
Profit
before tax ..............................................................................................................
|
2,677
|
3,132
|
|
4,223
|
4,867
|
|
Profit
after tax .................................................................................................................
|
2,157
|
2,607
|
|
3,561
|
4,382
|
|
Consolidated
Balance Sheet
As at
30
June
(unaudited)
As at
31 December
2024
2023
2022
(£m)
(£m)
Total assets ...........................................................................................................................
1,283,964
1,185,16
1,203,53
6
7
Debt securities in issue .......................................................................................................
43,078
45,653
60,012
Subordinated liabilities
.......................................................................................................
37,849
35,903
38,253
Loans and advances at amortised cost ...........................................................................
190,572
185,247
182,507
Deposits at amortised cost
...............................................................................................
324,012
301,798
291,579
Total equity...........................................................................................................................
59,110
60,504
58,953
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|
Certain
Ratios from
the Financial
Statements
As at 30 June
(unaudited)
As at 31 December 2024 2023
2022
(%)
(%)
Common Equity Tier 1
capital1, 2 ...................................................................................
11.7
12.1
12.7
Total regulatory capital
...................................................................................................
18.6
19.2
20.8
UK leverage ratio (sub-consolidated)3 ..........................................................................
5.6
6.0
-
1 Barclays
Bank PLC's capital and RWAs are regulated by the Prudential
Regulation Authority (PRA) on a solo-consolidated basis. The
disclosure above provides a capital metric for Barclays Bank PLC
solo-consolidated.
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.
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|
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: NX00424352; Tranche
number: 1; ISIN: XS2862571861; Common Code: 286257186; SEDOL:
BMCC698.
The Securities are cleared and
settled through Euroclear Bank S.A./N.V. and/or Clearstream Banking
société anonyme.
Interests in the Securities will
be constituted through the issuance of CREST direct interests
("CDIs"). CDIs are
independent securities under English law and will be issued by
CREST. Holders of CDIs will not be entitled to deal in the
Securities directly and all dealings in the Securities must be
effected through CREST in relation to the holding of
CDIs.
|
|
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. The issue size is GBP 9,213,520.00 and the issue price is 100.00% of par.
The issue date is 15 October 2024
and the redemption date is 15 October 2030 (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:
PEISC799), 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
Valuefinal divided by the Preference Share Valueinitial.
Where:
·
Calculation
Amount: Calculations in respect of
amounts payable under the Securities are made by reference to the
"Calculation Amount", being
GBP 1.00 per Security.
·
Preference Share Valuefinal: the value of the Underlying Preference Share on 8 October 2030, being the "Final Valuation Date". The Final Valuation Date is subject to adjustment.
·
Preference Share
Valueinitial: the Underlying
Preference Share on 15 October 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
161.320%) multiplied by the Calculation Amount (being GBP 100.00).
If:
a 'Trigger Event' has not occurred:
Value of the Underlying Preference
Share =
100% multiplied
by the
Calculation Amount.
If:
a 'Trigger Event' has occurred:
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: 161.320%
·
Final
Barrier: in respect of the Worst
Performing Underlying Preference Share Reference Asset and the
final valuation date, an amount which is calculated as 85.0000%
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 8 October 2030,
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 8 October 2024,
subject to adjustment.
|
(i)
|
Underlying Preference
Share Reference
Asset
|
Initial Price
|
|
1
|
FTSE 100 INDEX
|
8,190.61
|
|
2
|
S&P 500 Index
|
5,751.13
|
·
Knock-in Barrier
Percentage: 65.0000%.
·
Knock-in Barrier
Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is calculated as
65.0000% 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:
FTSE 100
INDEX and
S&P 500
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 Index
Sponsor Exchange
Bloomberg Reference
Asset(s)
Screen
1 FTSE 100 INDEX
FTSE
London Stock Exchange
UKX
International Limited
2 S&P 500 Index
S&P Dow Jones
Multi-exchange
SPX
Indices LLC
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
Autocall
Early
Autocall
Barrier
Autocall Early Cash Date(s)
Redemption
Date
Percentage(s)
Settlement
Percentage(s)
1
8 October 2025
16 October 2025
100.000%
110.2200%
2
8 October 2026
16 October 2026
100.000%
120.4400%
3
8 October 2027
18 October 2027
100.000%
130.6600%
4
9 October 2028
17 October 2028
100.000%
140.8800%
5
8 October 2029
16 October 2029
100.000%
151.1000%
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 15 October 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
The Manager may be paid fees in
relation to the issue of Securities. Potential conflicts of
interest may exist between the Issuer, determination agent, Manager
or their affiliates (who may have interests in transactions in
derivatives related to the Underlying Preference Share Reference
Asset(s) which may, but are not intended to, adversely affect the
market price, liquidity or value of the Securities) and
holders.
The Manager will be paid aggregate commissions
equal to
0.40%. Any
Manager and
its affiliates
may engage
or be
engaged in
hedging activities with respect to the
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:
(a)
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
(b)
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 14 October 2024 TEAL INVESTMENTS
LIMITED
(the "Preference Share Issuer") (Incorporated in Jersey and independent to the
Issuer)
Class PEISC799 GBP Preference Shares linked to FTSE 100 INDEX and S&P 500 Index due October 2030
(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
|
PEISC799
|
|
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:
|
14 October 2024
|
|
7.
|
Scheduled Redemption Date:
|
16 October 2030, 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 the Additional Amount))
|
Not Applicable
|
|
10.
|
Redemption Value
Barriers and Thresholds:
|
|
|
|
(a) Barrier:
|
European
|
|
|
(b) Trigger Event Type:
|
European (Final)
|
|
|
(c) Final Barrier Percentage:
|
85.0000%
|
|
|
(d) Strike Price Percentage:
|
100.000%
|
|
|
(e) Knock-in Barrier Percentage:
|
65.0000%
|
|
|
(f) Trigger Event Observation
Date:
|
8 October 2030
|
|
|
(g) Final Autocall Settlement
Percentage:
|
161.320%
|
|
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
|
8
October 2025
|
16
October
2025
|
100.000%
|
110.2200%
|
|
2
|
8
October 2026
|
16
October
2026
|
100.000%
|
120.4400%
|
|
3
|
8
October 2027
|
18
October
2027
|
100.000%
|
130.6600%
|
|
4
|
9
October 2028
|
17
October
2028
|
100.000%
|
140.8800%
|
|
5
|
8
October 2029
|
16
October
2029
|
100.000%
|
151.1000%
|
(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
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
Bloomberg
Index
Exchange
Screen
Sponsor
1
FTSE 100
8,190.61
London Stock All
Exchanges
UKX
FTSE
INDEX
Relevant
Exchange
International Price:
Closing
Limited
Price
2
S&P
500
5,751.13
Multi-
All
Exchanges
SPX
S&P Dow Index Relevant exchange
Jones Indices
Price: Closing
LLC
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:
|
8 October 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:
|
8 October 2030
|
Provisions relating
to
disruption events
and taxes
and expenses:
|
19.
|
Consequences of a Disrupted Day (in
respect of an Averaging Date, Lookback Date or Trigger Event
Observation Date): (Preference Share General Condition 11.2
(Averaging Dates, Lookback Dates
and Trigger Event Observation Dates))
|
Not Applicable
|
|
20.
|
FX Disruption Event: (Preference
Share General Condition 15 (FX
Disruption Event))
|
Not Applicable
|
|
21.
|
Local Jurisdiction Taxes and
Expenses: (Preference Share General Condition 16 (Local Jurisdiction Taxes and
Expenses))
|
Not Applicable
|
|
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:
|
8 October 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 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").
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).
|
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: UKX in respect of FTSE 100 INDEX. Bloomberg screen: SPX in respect of S&P 500
Index.
Index Disclaimer: See Annex hereto
|
ANNEX
- INDEX
DISCLAIMERS
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.
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.