TIDM33JE
RNS Number : 0781W
Barclays Bank PLC
07 December 2023
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 7,142,861 Securities due December 2029
pursuant to the Global Structured Securities Programme UK Base
Prospectus dated 17 April 2023 (the "Base Prospectus")
Series: NX00378212 | ISIN: XS2637281739
under the Global Structured Securities Programme
This notice relates to the original final terms for ISIN
XS2637281739 dated 13 October 2023 (the "Original Final Terms"),
which are being replaced by the amended and restated final terms
dated 6 December 2023 (the "Amended and Restated Final Terms").
The following elements in the Original Final Terms and
accompanying summary have been amended in the Amended and Restated
Final Terms to reflect the increased Aggregate Nominal Amount:
1. In Part A, line item 5(a)(i) (Tranche) is amended to the
extent that the figure "3,000,000" is deleted and replaced with
"7,142,861";
2. In Part A, line item 5(a)(ii) (Series) is amended to the
extent that the figure "3,000,000" is deleted and replaced with
"7,142,861";
3. In Part B, line item 11(b) (Total amount on offer) is amended
to the extent that the figure "3,000,000" is deleted and replaced
with "7,142,861";
4. In the Summary, the paragraph entitled 'Securities is amended
to the extent that the figure "3,000,000" is deleted and replaced
with "7,142,861"; and
5. In the Summary, the first paragraph under the heading
'Currency, specified denominations, issue size and term of the
securities' is amended to the extent that the figure "3,000,000" is
deleted and replaced with "7,142,861".
The above amendments do not affect the Conditions of the
Securities in any respect. The rest of the Original Final Terms
remains unchanged.
Capitalised terms used but not otherwise defined herein shall
have the meanings given to them in the Amended and Restated Final
Terms, as read in conjunction with the GSSP UK Base Prospectus
dated 17 April 2023.
A copy of the Amended and Restated Final Terms is exhibited at
the end of this Notice.
For further information, please contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
The date of this notice is 6 December 2023.
DISCLAIMER - INTED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Amended and
Restated Final Terms, and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other
use of the Amended and Restated Final Terms, or the Base Prospectus
which the Amended and Restated Final Terms must be read in
conjunction with.
NEITHER THE AMED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY
BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY
NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMED AND RESTATED
FINAL TERMS AND BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE
UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN,
AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THIS
NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMED AND
RESTATED FINAL TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF
THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH offers or
solicitations are not permitted by law. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information contained in the Amended and
Restated Final Terms and Base Prospectus may be addressed to and/or
targeted at persons who are residents of particular countries (as
specified in the Amended and Restated Final Terms and Base
Prospectus) only and is not intended for use and should not be
relied upon by any person outside these countries and/or to whom
the offer contained in the Amended and Restated Final Terms and
Base Prospectus is not addressed. Prior to relying on the
information contained in the Amended and Restated Final Terms and
Base Prospectus you must ascertain whether or not you are part of
the intended addressees of the information contained therein.
Confirmation of your Representation: In order to be eligible to
view the Amended and Restated Final Terms and Base Prospectus or
make an investment decision with respect to the Securities, you
must be a person other than a U.S. person (within the meaning of
Regulation S under the Securities Act) and by accessing the Amended
and Restated Final Terms and Base Prospectus you shall be deemed to
have represented that (i) you and any customers you represent are
not U.S. persons (as defined in Regulation S to the Securities Act)
and (ii) you consent to delivery of the Amended and Restated Final
Terms and Base Prospectus and any amendments or supplements thereto
via electronic transmission.
You are reminded that the Amended and Restated Final Terms and
Base Prospectus have been made available to you on the basis that
you are a person into whose possession the Amended and Restated
Final Terms and Base Prospectus may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the
Amended and Restated Final Terms or Base Prospectus, electronically
or otherwise, to any other person.
The Amended and Restated Final Terms and Base Prospectus have
been made available to you in an electronic form. You are reminded
that documents transmitted via this medium may be altered or
changed during the process of electronic transmission and
consequently none of the Issuer, its advisers nor any person who
controls any of them nor any director, officer, employee nor agent
of it or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the
Amended and Restated Final Terms and Base Prospectus made available
to you in electronic format and the hard copy versions available to
you on request from the Issuer.
Amended and Restated Final Terms dated 6 December 2023
(amending and restating the Final Terms dated 13 October
2023)
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Securities
are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to,
any retail investor in the European Economic Area. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, the "EU MiFID II "); (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of the EU MiFID II; or (iii)
not a qualified investor as defined in Regulation (EU) 2017/1129
(as amended, the "EU Prospectus Regulation "). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "EU PRIIPs Regulation ") for offering or selling the
Securities or otherwise making them available to retail investors
in the European Economic Area has been prepared and therefore
offering or selling the Securities or otherwise making them
available to any retail investor in the European Economic Area may
be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO SWISS RETAIL INVESTORS - The Securities
are not intended to be offered, sold or otherwise made available to
and may not be offered, sold or otherwise made available to any
retail investor in Switzerland. For these purposes a "retail
investor means a person who is not a professional or institutional
client, as defined in article 4 para. 3, 4 and 5 and article 5
para. 1 and 2 of the Swiss Federal Act on Financial Services of 15
June 2018, as amended ("FinSA "). Consequently, no key information
document required by FinSA for offering or selling the Securities
or otherwise making them available to retail investors in
Switzerland has been prepared and therefore, offering or selling
the Securities or making them available to retail investors in
Switzerland may be unlawful under FinSA.
The Securities may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the FinSA and no
application has or will be made to admit the Securities to trading
on any trading venue (exchange or multilateral trading facility) in
Switzerland. Neither the Base Prospectus, the Final Terms nor any
other offering or marketing material relating to the Securities
constitute a prospectus pursuant to the FinSA, and neither the Base
Prospectus, the Final Terms nor any other offering or marketing
material relating to the Securities may be publicly distributed or
otherwise made publicly available in Switzerland.
Amended and Restated Final Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 7,142,861 Securities due December 2029 under the Global
Structured Securities Programme (the "Tranche 1 Securities")
Issue Price: 100.00 per cent.
This document constitutes the amended and restated final terms
of the Securities (the "Final Terms " or the "Amended and Restated
Final Terms") described herein for the purposes of Article 8 of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended) and
regulations made thereunder (as amended, the "UK Prospectus
Regulation ") and is prepared in connection with the Global
Structured Securities Programme established by Barclays Bank PLC
(the "Issuer "). These Amended and Restated Final Terms complete
and should be read in conjunction with GSSP UK Base Prospectus
which constitutes a base prospectus drawn up as separate documents
(including the Registration Document dated 6 March 2023, as
supplemented on 28 July 2023 and the Securities Note relating to
the GSSP UK Base Prospectus dated 17 April 2023) for the purposes
of Article 8(6) of the UK Prospectus Regulation (the "Base
Prospectus "). Full information on the Issuer and the offer of the
Securities is only available on the basis of the combination of
this Amended and Restated Final Terms and the Base Prospectus. A
summary of the individual issue of the Securities is annexed to
this Amended and Restated Final Terms.
The Base Prospectus, and any supplements thereto, are available
for viewing at
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses
and during normal business hours at the registered office of the
Issuer and the specified office of the Issue and Paying Agent for
the time being in London, and copies may be obtained from such
office.
The Registration Document and the supplements thereto are
available for viewing at:
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocument
and
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocumentsupplement
.
Words and expressions defined in the Base Prospectus and not
defined in the Amended and Restated Final Terms shall bear the same
meanings when used herein.
BARCLAYS
Amended and Restated Final Terms dated 6 December 2023
(replacing the Final Terms dated 13 October 2023)
PART A - CONTRACTUAL TERMS
(a) Series number: NX00378212
(b) Tranche number: 1
Currencies:
(c) Issue Currency: Pounds sterling ("GBP")
(d) Settlement Currency: GBP
Exchange Rate: Not Applicable
Securities: Notes
Notes: Applicable
(e) Aggregate Nominal
Amount as at the Issue
Date:
(i) Tranche: GBP 7,142,861
(ii) Series: GBP 7,142,861
(f) Specified Denomination: GBP 1
(g) Minimum Tradable Amount: GBP 1
Certificates: Not Applicable
Calculation Amount: GBP 1 per Security
Issue Price: 100% of the Specified Denomination
The Issue Price includes a commission
element payable by the Issuer
to the Authorised Offeror which
will be no more than 1.00% of
the Issue Price.
Issue Date: 11 December 2023
Scheduled Settlement Date: 11 December 2029, subject to
adjustment in accordance with
the Business Day Convention
Type of Security: Not Applicable
Relevant Annex(es) which None
apply to the Securities:
Underlying Performance Not Applicable
Type:
Provisions relating to interest (if any) payable
Interest Type: Not Applicable
Provisions relating to Automatic Settlement (Autocall)
Automatic Settlement (Autocall): Not Applicable
Optional Early Settlement Applicable
Event: General Condition
12 (Optional Early Settlement)
Option Type: Call-Bermudan
(h) Optional Cash Settlement Each of the dates set out in
Date: Table 1 below in the column entitled
'Optional Cash Settlement Date',
subject to adjustment in accordance
with the Business Day Convention
(i) Issuer Option Exercise Each of the dates set out in
Period: Table below in the column entitled
'Issuer Option Exercise Period'
Table 1
Issuer Issuer Option Optional
Call Exercise Period(s) Cash Settlement
Early Date(s)
Settlement subject
Percentage to adjustment
in accordance
with the
Business
Day Convention
From and (including) 11 December
27 November 2025
2025 to (and
including)
27 November
114.00% 2025
--------------------- -----------------
From and (including) 11 June
28 May 2026 2026
to (and including)
117.50% 28 May 2026
--------------------- -----------------
From and (including) 11 December
27 November 2026
2026 to (and
including)
27 November
121.00% 2026
--------------------- -----------------
From and (including) 11 June
27 May 2027 2027
to (and including)
124.50% 27 May 2027
--------------------- -----------------
From and (including) 13 December
29 November 2027
2027 to (and
including)
29 November
128.00% 2027
--------------------- -----------------
From and (including) 12 June
26 May 2028 2028
to (and including)
131.50% 26 May 2028
--------------------- -----------------
From and (including) 11 December
27 November 2028
2028 to (and
including)
27 November
135.00% 2028
--------------------- -----------------
From and (including) 11 June
25 May 2029 2029
to (and including)
138.50% 25 May 2029
--------------------- -----------------
(j) Holder Option Exercise Not Applicable
Period:
(k) Call Notice Period: As specified in the General Condition
37.1 (Definitions)
(l) Put Notice Period: Not Applicable
(m) Issuer Call Valuation Not Applicable
Date:
(n) Holder Put Valuation Not Applicable
Date:
Provisions relating to Final Settlement
(o) Final Settlement Type: Fixed
(p) Settlement Method: Cash
(q) Trigger Event Type: Not Applicable
(r) Final Barrier Percentage: Not Applicable
(s) Strike Price Percentage: Not Applicable
(t) Knock-in Barrier Percentage: Not Applicable
(u) Knock-in Barrier Period Not Applicable
Start Date:
(v) Knock-in Barrier Period Not Applicable
End Date:
(w) Lower Strike Price Not Applicable
Percentage:
(x) Participation: Not Applicable
(y) Cap: Not Applicable
(z) Protection Level: 142.00%
Provisions relating to Nominal Call Event
Nominal Call Event: Not Applicable
Provisions relating to the Underlying Asset(s)
Underlying Assets: Not Applicable
Initial Price: Not Applicable
Final Valuation Price: Not Applicable
Provisions relating to disruption events and taxes
and expenses
Consequences of a Disrupted Not Applicable
Day (in respect of an
Averaging Date or Lookback
Date):
Additional Disruption
Event:
(aa) Change in Law: Applicable as per General Condition
37.1 (Definitions)
(bb) Currency Disruption Applicable as per General Condition
Event: 37.1 (Definitions)
(cc) Issuer Tax Event: Applicable as per General Condition
37.1 (Definitions)
(dd) Extraordinary Market Applicable as per General Condition
Disruption: 37.1 (Definitions)
(ee) Hedging Disruption: Applicable as per General Condition
37.1 (Definitions)
(ff) Increased Cost of Not Applicable
Hedging:
(gg) Affected Jurisdiction Not Applicable
Hedging Disruption:
(hh) Affected Jurisdiction Not Applicable
Increased Cost of Hedging:
(ii) Increased Cost of Not Applicable
Stock Borrow:
(jj) Loss of Stock Borrow: Not Applicable
(kk) Foreign Ownership Not Applicable
Event:
(ll) Fund Disruption Event: Not Applicable
Unlawfulness and Impracticability: Limb (b) of Condition 26 of the
General Conditions: Applicable
Early Cash Settlement Market Value
Amount:
Early Settlement Notice As set out in General Condition
Period Number: 37.1 (Definitions)
Unwind Costs: Applicable
Settlement Expenses: Not Applicable
FX Disruption Event: Not Applicable
Local Jurisdiction Taxes Not Applicable
and Expenses:
General provisions
Form of Securities: Global Bearer Securities: Permanent
Global Security
CDIs: Not Applicable
Trade Date: 4 October 2023
Taxation Gross Up: Not Applicable
871(m) Securities: The Issuer has determined that
Section 871(m) of the U.S. Internal
Revenue Code is not applicable
to the Securities.
(mm) Prohibition of Sales Not Applicable
to UK Retail Investors:
(nn) Prohibition of Sales Applicable - see the cover page
to EEA Retail Investors: of these Final Terms
(oo) Prohibition of Sale Applicable - see the cover page
of Swiss Retail Investors: of these Final Terms
Business Day As defined in Condition 37.1
(Definitions) of the Base Conditions
Business Day Convention: Following
Determination Agent: Barclays Bank PLC
Registrar: Not Applicable
CREST Agent: Not Applicable
Transfer Agent: Not Applicable
(pp) Name of Manager: Barclays Bank PLC
(qq) Date of underwriting Not Applicable
agreement:
(rr) Names and addresses Not Applicable
of secondary trading intermediaries
and main terms of commitment:
Governing law: English law
Relevant Benchmark: Not Applicable
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(a) Listing Application will be made by the
and Admission Issuer (or on its behalf) for
to Trading: the Securities to be listed on
the official list and admitted
to trading on the Regulated Market
of the London Stock Exchange
with effect from the Issue Date.
(b) Estimate GBP 350
of total
expenses
related to
admission
to trading:
RATINGS
Ratings: The Securities have not been
individually rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
OFFER
Save for any fees payable to the Manager and save as
discussed in risk factor 6 (RISKS ASSOCIATED WITH CONFLICTS
OF INTEREST AND DISCRETIONARY POWERS OF THE ISSUER AND
THE DETERMINATION AGENT), so far as the Issuer is aware,
no person involved in the offer of the Securities has
an interest material to the offer.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
EXPENSES
(a) Reasons General funding
for the offer:
(b) Use of Not Applicable
proceeds:
YIELD
Not Applicable
6. HISTORIC INTEREST RATES
Not Applicable
7. PERFORMANCE OF UNDERLYING ASSET, AND OTHER INFORMATION
CONCERNING THE UNDERLYING ASSET
N/A
8. POST-ISSUANCE INFORMATION
Not Applicable
9. OPERATIONAL INFORMATION
(a) ISIN: XS2637281739
(b) Common Code: 263728173
(c) Relevant Euroclear, Clearstream
Clearing
Systems:
(d) Delivery: Delivery free of payment.
(e) Name and address Not Applicable
of
additional Paying
Agent(s):
11. TERMS AND CONDITIONS OF THE OFFER
Authorised Offer
(a) Public Offer: An offer of the Securities may
be made, subject to the conditions
set out below by the Authorised
Offeror(s) (specified in (b)
immediately below) other than
pursuant to section 86 of the
FSMA) during the Offer Period
(specified in (c) immediately
below) subject to the conditions
set out in the Base Prospectus
and in (d) immediately below
(f) Name(s) and Each financial intermediary specified
address(es), in (i) and (ii) below:
to the extent known (i) Specific consent: Meteor
to Asset Management Limited (the
the Issuer, of the "Initial Authorised Offeror(s)
placers ") and each financial intermediary
in the various expressly named as an Authorised
countries Offeror on the Issuer's website
where the offer (
takes https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securitie
place (together the s-final-terms
"Authorised )];
Offeror(s) "):
(ii) General consent: Not Applicable
(g) Offer period for From (and including) 13 October
which 2023 to (and including) 27 November
use of the Base 2023, can be closed earlier or
Prospectus extended at discretion of the
is authorised by Issuer due to market circumstances.
the Authorised
Offeror(s) (the
"Offer
Period )"):
(h) Other conditions Not Applicable
for
use of the Base
Prospectus
by the Authorised
Offeror(s):
Other terms and conditions of the offer
(a) Offer Price: The Issue Price
(b) Total amount of GBP 7,142,861
offer:
(c) Conditions to In the event that during the
which Offer Period, the requests exceed
the offer is the amount of the offer to prospective
subject: investors, the Issuer will proceed
to early terminate the Offer
Period and will immediately suspend
the acceptances of further requests.
The Issuer reserves the right
to withdraw the offer for Securities
at any time prior to the end
of the Offer Period.
Following withdrawal of the offer,
if any application has been made
by any potential investor, each
such potential investor shall
not be entitled to subscribe
or otherwise acquire the Securities
and any applications will be
automatically cancelled and any
purchase money will be refunded
to the applicant by the Authorised
Offeror in accordance with the
Authorised Offeror's usual procedures.
The effectiveness of the offer
is subject to the adoption of
the resolution of admission to
trading of the Securities on
London Stock Exchange on or around
the Issue Date. As such, the
Issuer undertakes to file the
application for the Securities
to be admitted to trading on
the London Stock Exchange in
time for the adoption of such
resolution.
(d) Time period, The Offer Period
including
any possible
amendments,
during which the
offer
will be open and
description
of the application
process:
(e) Description of An offer of the Securities may
the be made by the Manager or the
application Authorised Offeror other than
process: pursuant to Section 86 of FSMA
in United Kingdom and the Channel
Islands (the "Public Offer Jurisdiction")
during the Offer Period.
Applications for the Securities
can be made in the Public Offer
Jurisdiction through the Authorised
Offeror during the Offer Period.
The Securities will be placed
into the Public Offer Jurisdiction
by the Authorised Offeror. Distribution
will be in accordance with the
Authorised Offeror's usual procedures,
notified to investors by the
Authorised Offeror.
(f) Details of the The minimum and maximum amount
minimum of application from the Authorised
and/or maximum Offeror will be notified to investors
amount by the Authorised Offeror.
of application:
(g) Description of Not Applicable
possibility
to reduce
subscriptions
and manner for
refunding
excess amount paid
by
applicants:
(h) Details of Investors will be notified by
method the Authorised Offeror of their
and time limits for allocations of Securities and
paying the settlement arrangements in
up and delivering respect thereof.
the
Securities:
(i) Manner in and Investors will be notified by
date the Authorised Offeror of their
on which results of allocations of Securities and
the the settlement arrangements in
offer are to be respect thereof.
made public:
(j) Procedure for Not Applicable
exercise
of any right of
pre-emption,
negotiability of
subscription
rights and
treatment of
subscription rights
not
exercised:
(k) Whether Offers may be made through the
tranche(s) Authorised Offeror in the Public
have been reserved Offer Jurisdiction to any person.
for Offers (if any) in other EEA
certain countries: countries will only be made through
the Authorised Offeror pursuant
to an exemption from the obligation
under the FSMA as implemented
in such countries to publish
a prospectus.
(l) Process for Applicants will be notified directly
notification by the Authorised Offeror of
to applicants of the success of their application.
the amount No dealings in the Securities
allotted and may take place prior to the Issue
indication Date.
whether dealing may
begin
before notification
is
made:
(m) Amount of any Prior to making any investment
expenses decision, investors should seek
and taxes independent professional advice
specifically as they deem necessary.
charged to the
subscriber
or purchaser:
(n) Name(s) and Meteor Asset Management Limited
address(es), 55 King William St
to the extent known London EC4R 9AD
to United Kingdom
the Issuer, of the 2138008UN4KBVG2LGA27
placers
in the various
countries
where the offer
takes
place:
SUMMARY
INTRODUCTION AND WARNINGS
The Summary should be read as an introduction to the Prospectus.
Any decision to invest in the Securities should be based on consideration
of the Prospectus as a whole by the investor. In certain circumstances,
the investor could lose all or part of the invested capital. Civil
liability attaches only to those persons who have tabled the Summary,
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 7,142,861 Securities due December 2029 pursuant
to the Global Structured Securities Programme (ISIN: XS2637281739
) (the " Securities ").
The Issuer : The Issuer is Barclays Bank PLC. Its registered
office is at 1 Churchill Place, London, E14 5HP, United Kingdom
(telephone number: +44 (0)20 7116 1000) and its Legal Entity Identifier
(" LEI ") is G5GSEF7VJP5I7OUK5573.
The Authorised Offeror : The Authorised Offeror is Meteor Asset
Management Limited, King William Street, London, EC4R 9AD, United
Kingdom and its Legal Entity Identifier ("LEI") is 2138008UN4KBVG2LGA27.
Competent authority: The Base Prospectus was approved on 17 April
2023 by the United Kingdom Financial Conduct Authority of 12 Endeavour
Square, London, E20 1JN, United Kingdom (telephone number: +44
(0)20 7066 1000).
KEY INFORMATION ON THE ISSUER
Who is the Issuer of the Securities?
Domicile and legal form of the Issuer : Barclays Bank PLC (the
"Issuer") is a public limited company registered in England and
Wales under number 1026167. The liability of the members of the
Issuer is limited. It has its registered and head office at 1
Churchill Place, London, E14 5HP, United Kingdom (telephone number
+44 (0)20 7116 1000). The Legal Entity Identifier (LEI) of the
Issuer is G5GSEF7VJP5I7OUK5573.
Principal activities of the Issuer : The Group's businesses include
consumer banking and payments operations around the world, as
well as a global corporate and investment bank. The Group comprises
of Barclays PLC together with its subsidiaries, including the
Issuer. The Issuer's principal activity is to offer products and
services designed for larger corporate, wholesale and international
banking clients.
The term the "Group" mean Barclays PLC together with its subsidiaries
and the term "Barclays Bank Group" means Barclays Bank PLC together
with its subsidiaries.
Major shareholders of the Issuer : The whole of the issued ordinary
share capital of the Issuer is beneficially owned by Barclays
PLC. Barclays PLC is the ultimate holding company of the Group.
Identity of the key managing directors of the Issuer : The key
managing directors of the Issuer are C.S. Venkatakrishnan (Chief
Executive and Executive Director) and Anna Cross (Executive Director).
Identity of the statutory auditors of the Issuer : The statutory
auditors of the Issuer are KPMG LLP ("KPMG"), chartered accountants
and registered auditors (a member of the Institute of Chartered
Accountants in England and Wales), of 15 Canada Square, London
E14 5GL, United Kingdom.
What is the key financial information regarding the Issuer?
The Issuer has derived the selected consolidated financial information
included in the table below for the years ended 31 December 2022
and 31 December 2021 from the annual consolidated financial statements
of the Issuer for the years ended 31 December 2022 and 2021 (the
"Financial Statements"), which have each been audited with an
unmodified opinion provided by KPMG. The selected financial information
included in the table below for the six months ended 30 June 2023
and 30 June 2022 was derived from the unaudited condensed consolidated
interim financial statements of the Issuer in respect of the six
months ended 30 June 2023 (the "Interim Results Announcement").
Certain of the comparative financial metrics included in the table
below for the six months ended 30 June 2022 were restated in the
Interim Results Announcement.
Consolidated Income Statement As at 30 As at 31
June (unaudited) December
-------------------- --------------
2023 2022 2022 2021
--------- --------- ------ ------
(GBPm) (GBPm)
Net interest
income...........................................
............................................ 3,120 2,233 5,398 3,073
Net fee and commission
income...........................................
........................ 2,806 2,839 5,426 6,587
Credit impairment
(charge)/release.................................
............................... (688) (293) (933) 277
Net trading
income...........................................
............................................. 3,853 5,026 7,624 5,788
Profit before
tax..............................................
.............................................. 3,132 2,605 4,867 5,418
Profit after tax
.................................................
.............................................. 2,607 2,129 4,382 4,588
Consolidated Balance Sheet As at
30 June
(unaudited) As at 31 December
------------- ----------------------
2023 2022 2021
------------- ---------- ----------
(GBPm) (GBPm)
Total assets
................................................
................................................
....... 1,246,636 1,203,537 1,061,778
Debt securities in
issue...........................................
.......................................... 58,377 60,012 48,388
Subordinated
liabilities.....................................
................................................
. 36,325 38,253 32,185
Loans and advances at amortised cost
................................................
............. 183,237 182,507 145,259
Deposits at amortised cost
................................................
............................... 307,820 291,579 262,828
Total equity
................................................
................................................
....... 58,348 58,953 56,317
Certain Ratios from the Financial Statements As at
30 June
(unaudited) As at 31 December
------------- --------------------
2023 2022 2021
------------- --------- ---------
(%) (%)
Common Equity Tier 1 capital
..................................................
.............. 12.5 12.7 12.9
Total regulatory capital
..................................................
........................... 20.1 20.8 20.5
UK leverage ratio (sub-consolidated)(2)
..................................................
.... 5.9
(1) Capital, RWAs and leverage are calculated applying the
transitional arrangements of the CRR as amended by CRR II.
This includes IFRS 9 transitional arrangements and the grandfathering
of CRR II non-compliant capital instruments.
(2) Leverage minimum requirements for Barclays Bank PLC were
set at a sub-consolidated level effective from 1 January 2023.
No comparatives are provided as this is the first reporting
period for Barclays Bank PLC sub-consolidated leverage.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks
to which its businesses are exposed. Material risks are those
to which senior management pay particular attention and which
could cause the delivery of the Barclays Bank Group's strategy,
results of operations, financial condition and/or prospects to
differ materially from expectations. Emerging risks are those
which have unknown components, the impact of which could crystallise
over a longer time period. In addition, certain other factors
beyond the Barclays Bank Group's control, including escalation
of global conflicts, acts of terrorism, natural disasters, pandemics
and similar events, although not detailed below, could have a
similar impact on the Barclays Bank Group.
* Material existing and emerging risks potentially
impacting more than one principal risk: In addition
to material and emerging risks impacting the
principal risks set out below, there are also
material existing and emerging risks that potentially
impact more than one of these principal risks. These
risks are: (i) potentially unfavourable global and
local economic and market conditions, as well as
geopolitical developments; (ii) the impact of
COVID-19; (iii) the impact of interest rate changes
on the Barclays Bank Group's profitability; (iv) the
competitive environments of the banking and financial
services industry; (v) the regulatory change agenda
and impact on business model; (vi) the impact of
benchmark interest rate reforms on the Barclays Bank
Group; and (vii) change delivery and execution risks.
* Climate risk: Climate risk is the impact on financial
and operational risks arising from climate change
through physical risks, risks associated with
transitioning to a lower carbon economy and connected
risks arising as a result of second order impacts of
these two drivers on portfolios.
* Credit and Market risks: Credit risk is the risk of
loss to the Barclays Bank Group from the failure of
clients, customers or counterparties, to fully honour
their obligations to members of the Barclays Bank
Group. The Barclays Bank Group is subject to risks
arising from changes in credit quality and recovery
rates for loans and advances due from borrowers and
counterparties. Market risk is the risk of loss
arising from potential adverse change in the value of
the Barclays Bank Group's assets and liabilities from
fluctuation in market variables.
* Treasury and capital risk and the risk that the
Issuer and the Barclays Bank Group are subject to
substantial resolution powers: There are three
primary types of treasury and capital risk faced by
the Barclays Bank Group which are (1) liquidity risk
- the risk that the Barclays Bank Group is unable to
meet its contractual or contingent obligations or
that it does not have the appropriate amount of
stable funding and liquidity to support its assets,
which may also be impacted by credit rating changes;
(2) capital risk - the risk that the Barclays Bank
Group has an insufficient level or composition of
capital; and (3) interest rate risk in the banking
book - the risk that the Barclays Bank Group is
exposed to capital or income volatility because of a
mismatch between the interest rate exposures of its
(non-traded) assets and liabilities. Under the
Banking Act 2009, substantial powers are granted to
the Bank of England (or, in certain circumstances, HM
Treasury), in consultation with the United Kingdom
Prudential Regulation Authority, the UK Financial
Conduct Authority and HM Treasury, as appropriate as
part of a special resolution regime. These powers
enable the Bank of England (or any successor or
replacement thereto and/or such other authority in
the United Kingdom with the ability to exercise the
UK Bail-in Power) (the "Resolution Authority") to
implement various resolution measures and
stabilisation options (including, but not limited to,
the bail-in tool) with respect to a UK bank or
investment firm and certain of its affiliates (as at
the date of the Registration Document, including the
Issuer) in circumstances in which the Resolution
Authority is satisfied that the relevant resolution
conditions are met.
* Operational and model risks: Operational risk is the
risk of loss to the Barclays Bank Group from
inadequate or failed processes or systems, human
factors or due to external events where the root
cause is not due to credit or market risks. Model
risk is the potential for adverse consequences from
decisions based on incorrect or misused model outputs
and reports.
* Conduct, reputation and legal risks and legal,
competition and regulatory matters: Conduct risk is
the risk of poor outcomes for, or harm to customers,
clients and markets, arising from the delivery of the
Barclays Bank Group's products and services.
Reputation risk is the risk that an action,
transaction, investment, event, decision or business
relationship will reduce trust in the Barclays Bank
Group's integrity and/or competence. The Barclays
Bank Group conducts activities in a highly regulated
global market which exposes it and its employees to
legal risk arising from (i) the multitude of laws and
regulations that apply to the businesses it operates,
which are highly dynamic, may vary between
jurisdictions and/or conflict, and may be unclear in
their application to particular circumstances
especially in new and emerging areas; and (ii) the
diversified and evolving nature of the Barclays Bank
Group's businesses and business practices. In each
case, this exposes the Barclays Bank Group and its
employees to the risk of loss or the imposition of
penalties, damages or fines from the failure of
members of the Barclays Bank Group to meet their
respective obligations, including legal, regulatory
or contractual requirements. Legal risk may arise in
relation to any number of the material existing and
emerging risks summarised above.
In Q2 2023, the "Conduct Risk" principal risk was expanded to
include "Laws, Rules and Regulations (LRR) Risk" and consequently
renamed "Compliance Risk". Reflecting this, the definition of
compliance risk is: "The risk of poor outcomes for, or harm to,
customers, clients and markets, arising from the delivery of the
firm's products and services (also known as "Conduct Risk") and
the risk to Barclays Bank Group, its clients, customers or markets
from a failure to comply with the laws, rules and regulations
applicable to the firm (also known as Laws, Rules and Regulations
Risk "LRR Risk")." The definition of the "Legal Risk" principal
risk was updated to: "The risk of loss or imposition of penalties,
damages or fines from the failure of the firm to meet applicable
laws, rules and regulations or contractual requirements or to
assert or defend its intellectual property rights." The revised
framework is in force from June 2023."
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being offered and admitted to trading,
including security identification numbers
The Securities will be in the form of notes and will be uniquely
identified by: Series number: NX000378212; ISIN: XS2637281739
; Common Code: 263728173.
The Securities will be cleared and settled through Euroclear Bank
S.A./N.V. and Clearstream Banking société anonyme.
Currency, specified denomination, issue size and term of the
Securities
The Securities will be issued in Pounds sterling ("GBP") (the
"Issue Currency") and settled in the same currency (the "Settlement
Currency"). The Securities are tradable in nominal and the specified
denomination per Security is GBP 1. The issue size is GBP 7,142,861
(the "Aggregate Nominal Amount"). The issue price is 100% of the
Specified Denomination.
The issue date is 11 December 2023 (the "Issue Date"). Subject
to early termination, the Securities are scheduled to redeem on
11 December 2029, (the "Scheduled Settlement Date").
Rights attached to the Securities
Potential return : The Securities will give each holder of Securities
the right to receive potential return on the Securities, together
with certain ancillary rights such as the right to receive notice
of certain determinations and events and the right to vote on
some (but not all) amendments to the terms and conditions of the
Securities. The potential return will be in the form of: (i) one
or more Interest Amounts and (ii) a Final Cash Settlement Amount,
provided that if the Securities are early terminated, the potential
return may be in the form of an Early Cash Settlement Amount instead.
Taxation : All payments in respect of the Securities shall be
made without withholding or deduction for or on account of any
UK taxes unless such withholding or deduction is required by law.
In the event that any such withholding or deduction is required
by law, the Issuer will, save in limited circumstances, be required
to pay additional amounts to cover the amounts so withheld or
deducted.
Events of default : If the Issuer fails to make any payment due
under the Securities or breaches any other term and condition
of the Securities in a way that is materially prejudicial to the
interests of the holders (and such failure is not remedied within
30 calendar days, or any interest has not been paid within 14
calendar days of the due date), or the Issuer is subject to a
winding-up order, then (subject, in the case of interest, to the
Issuer being prevented from payment for a mandatory provision
of law) the Securities will become immediately due and payable,
upon notice being given by the holder.
Limitations on rights
Early settlement following certain disruption events or due to
unlawfulness or impracticability : The Issuer may redeem the Securities
prior to their Scheduled Settlement Date following the occurrence
of certain disruption events or extraordinary events concerning
the Issuer, its hedging arrangements, the Underlying Asset(s),
taxation or the relevant currency of the Securities, or if it
determines that an unlawfulness or impracticability event has
occurred. In such case, investors will receive an "Early Cash
Settlement Amount" equal to the greater of (i) the fair market
value of the Securities prior to their redemption and (ii) the
product of the Calculation Amount multiplied by 100% of the Calculation
Amount, provided that such Early Cash Settlement Amount will be
paid on the Scheduled Settlement Date instead if immediately following
the event triggering early redemption the fair market value of
the Securities is less than the product of the Calculation Amount
multiplied by 100%.
Optional early settlement : The Issuer may elect to redeem the
Securities by exercising its call option. If this occurs, investors
will receive an "Optional Cash Settlement Amount" equal to the
Issuer Call Early Settlement Percentage of the Calculation Amount
payable on the corresponding "Optional Cash Settlement Date" for
each "Issuer Option Exercise Period" as set out in the table below.
Issuer Call Early Issuer Option Exercise Optional Cash Settlement
Settlement Percentage Period(s) Date(s) subject
to adjustment in
accordance with
the Business Day
Convention
From and (including) 11 December 2025
27 November 2025
to (and including)
114.00% 27 November 2025
----------------------- -------------------------
From and (including) 11 June 2026
28 May 2026 to (and
including) 28 May
117.50% 2026
----------------------- -------------------------
From and (including) 11 December 2026
27 November 2026
to (and including)
121.00% 27 November 2026
----------------------- -------------------------
From and (including) 11 June 2027
27 May 2027 to (and
including) 27 May
124.50% 2027
----------------------- -------------------------
From and (including) 13 December 2027
29 November 2027
to (and including)
128.00% 29 November 2027
----------------------- -------------------------
From and (including) 12 June 2028
26 May 2028 to (and
including) 26 May
131.50% 2028
----------------------- -------------------------
From and (including) 11 December 2028
27 November 2028
to (and including)
135.00% 27 November 2028
----------------------- -------------------------
From and (including) 11 une 2029
25 May 2029 to (and
including) 25 May
138.50% 2029
----------------------- -------------------------
Certain additional limitations:
* The terms and conditions of the Securities permit the
Issuer and the Determination Agent (as the case may
be), on the occurrence of certain events and in
certain circumstances, without the holders' consent,
to make adjustments to the terms and conditions of
the Securities, to redeem the Securities prior to
maturity, to postpone or obtain alternative valuation
of the Underlying Asset(s), to postpone scheduled
payments under the Securities, to change the currency
in which the Securities are denominated, to
substitute the Issuer with another permitted entity
subject to certain conditions, and to take certain
other actions with regard to the Securities.
* The Securities contain provisions for calling
meetings of holders to consider matters affecting
their interests generally and these provisions permit
defined majorities to bind all holders, including
holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to
the majority.
Governing law
The Securities will be governed by English law and the rights
thereunder will be construed accordingly.
Description of the calculation of potential return on the Securities
Calculation Amount : Calculations in respect of amounts payable
under the Securities are made by reference to the "Calculation
Amount", being GBP 1 per Security. Where the Calculation Amount
is different from the specified denomination of the Securities,
the amount payable will be scaled accordingly.
Indicative amounts : If the Securities are being offered by way
of a Public Offer and any specified product values are not fixed
or determined at the commencement of the Public Offer (including
any amount, level, percentage, price, rate or other value in relation
to the terms of the Securities which has not been fixed or determined
by the commencement of the Public Offer), these specified product
values will specify an indicative amount, an indicative minimum
amount, an indicative maximum amount or any combination thereof.
In such case, the relevant specified product value(s) shall be
the value determined based on market conditions by the Issuer
on or around the end of the Public Offer. Notice of the relevant
specified product value will be published prior to the Issue Date.
Determination Agent : Barclays Bank PLC will be appointed to
make calculations and determinations with respect to the Securities.
_____________________
A - Final Settlement
The Securities are scheduled to redeem on the Scheduled Settlement
Date by payment of an amount in the Settlement Currency. You will
receive a cash amount per Calculation Amount calculated by multiplying
the Calculation Amount by 142%.
Status of the Securities
The Securities are direct, unsubordinated and unsecured obligations
of the Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities
The Securities are offered and sold outside the United States
to non-U.S. persons in reliance on Regulation S under the Securities
Act and must comply with transfer restrictions with respect to
the United States. Securities held in a clearing system will be
transferred in accordance with the rules, procedures and regulations
of that clearing system. Subject to the foregoing, the Securities
will be freely transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf)
for the Securities to be admitted to trading on the regulated
market of the London Stock Exchange.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
* You may lose some or all of your investment in the
Securities : Investors are exposed to the credit risk
of Barclays Bank PLC. As the Securities do not
constitute a deposit and are not insured or
guaranteed by any government or agency or under the
UK Government credit guarantee scheme, all payments
or deliveries to be made by Barclays Bank PLC as
Issuer under the Securities are subject to its
financial position and its ability to meet its
obligations. The Securities constitute unsubordinated
and unsecured obligations of the Issuer and rank pari
passu with each and all other current and future
unsubordinated and unsecured obligations of the
Issuer. Even though your Securities are repayable at
par, you may lose up to the entire value of your
investment if the Issuer fails or is otherwise unable
to meet its payment or delivery obligations. You may
also lose some or all of your investment if: (a) you
sell your Securities before their scheduled maturity;
(b) your Securities are early redeemed in certain
extraordinary circumstances; or (c) the terms and
conditions of your Securities are adjusted such that
the amount payable or property deliverable to you is
less than your initial investment.
* There are risks associated with the valuation,
liquidity and offering of the Securities : The market
value of your Securities may be significantly lower
than the issue price since the issue price may take
into account the Issuer's and/or distributor's profit
margin and costs in addition to the fair market value
of the Securities. The market value of your
Securities may be affected by the volatility, level,
value or price of the Underlying Asset(s) at the
relevant time, changes in interest rates, the
Issuer's financial condition and credit ratings, the
supply of and demand for the Securities, the time
remaining until the maturity of the Securities and
other factors. The price, if any, at which you will
be able to sell your Securities prior to maturity may
be substantially less than the amount you originally
invested. Your Securities may not have an active
trading market and the Issuer may not be under any
obligation to make a market or repurchase the
Securities prior to redemption. The Issuer may
withdraw the public offer at any time. In such case,
where you have already paid or delivered subscription
monies for the relevant Securities, you will be
entitled to reimbursement of such amounts, but will
not receive any remuneration that may have accrued in
the period between their payment or delivery of
subscription monies and the reimbursement of the
Securities.
* You are subject to risks associated with the
determination of amount payable under the Securities
:
In order to receive the scheduled minimum amount at maturity,
you must hold them until maturity. If the Securities are early
redeemed, they may return less than the scheduled minimum amount,
or even zero.
* Your Securities are subject to adjustments and early
redemption : Pursuant to the terms and conditions of
the Securities, following the occurrence of certain
disruption events or extraordinary events concerning
the Issuer, its hedging arrangements, the Underlying
Asset(s), taxation or the relevant currency of the
Securities, the Determination Agent or the Issuer may
take a number of remedial actions, including
estimating the value of the Underlying Assets,
substituting the Underlying Asset, and making
adjustments to the terms and conditions of the
Securities. Any of such remedial action may change
the economic characteristics of the Securities and
have a material adverse effect on the value of and
return on the Securities. If no remedial action can
be taken, or it is determined that an unlawfulness or
impracticability event has occurred, the Issuer may
early redeem the Securities by payment of an Early
Cash Settlement Amount. If early redemption occurs,
you may lose some or all of your investment because
the Early Cash Settlement Amount may be lower than
the price at which you purchase the Securities, or
may even be zero. You will also lose the opportunity
to participate in any subsequent positive performance
of the Underlying Asset(s) and be unable to realise
any potential gains in the value of the Securities.
You may not be able to reinvest the proceeds from an
investment at a comparable return and/or with a
comparable interest rate for a similar level of risk.
Further, the Issuer may early redeem the Securities
by exercising its call option. This feature may limit
the market value of the Securities.
-- Settlement is subject to conditions and may be impossible in
certain circumstances : Payment of the amount payable to you will
not take place until all conditions to settlement have been satisfied
in full. No additional amounts will be payable to you by the Issuer
because of any resulting delay or postponement. Certain settlement
disruption events may occur which could restrict the Issuer's
ability to make payments, and the date of settlement could be
delayed accordingly.
-- Certain specific information in relation to the Securities
may not be known at the beginning of an offer period : The terms
and conditions of your Securities only provide an indicative amount.
The actual amounts will be determined based on market conditions
by the Issuer on or around the end of the offer period. There
is a risk that the indicative amounts will not be same as the
actual amount, in which case, the return on your Securities may
be materially different from the expected return based on the
indicative amount.
* 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.
* Potential conflicts of interest : Conflicts of
interest may exist where Barclays Bank PLC or its
affiliate: (i) acts in multiple capacities with
respect to the Securities (e.g. acting as issuer,
manager and determination agent); (ii) enters into
hedging transactions to cover the Issuer's exposure
to the relevant cash amounts to be paid or assets to
be delivered under the Securities as these fall due;
and (iii) uses price contributions from its trading
desks as a pricing source for an Underlying Asset. In
light of such conflicts, the actions taken or
determinations made by Barclays Bank PLC in relation
to the Securities may not always be in the best
interest of the holders. In addition to hedging
transactions, Barclays Bank PLC may trade on the
Underlying Asset(s) in the ordinary course of its
business. Such trading could affect the market price
of the Underlying Asset(s), which may in turn
materially adversely affect the value and return on
your Securities.
Key information on the offer of securities to the public and/or
the admission to trading on a regulated market
Under which conditions and timetable can I invest in these Securities?
Terms and conditions of the offer
The terms and conditions of any offer of Securities to the public
may be determined by agreement between the Issuer and the Authorised
Offeror at the time of each issue.
The Securities are offered for subscription in the United Kingdom
and the Channel Islands during the period from (and including)
13 October 2023 to (and including) 27 November 2023 (the "Offer
Period") and such offer is subject to the following conditions:
Offer Price: The Issue Price
Conditions to which the offer is subject: In the event that during
the Offer Period, the requests exceed the amount of the offer
to prospective investors, the Issuer will proceed to early terminate
the Offer Period and will immediately suspend the acceptances
of further requests. The Issuer reserves the right to withdraw
the offer for Securities at any time prior to the end of the Offer
Period. Following withdrawal of the offer, if any application
has been made by any potential investor, each such potential investor
shall not be entitled to subscribe or otherwise acquire the Securities
and any applications will be automatically cancelled and any purchase
money will be refunded to the applicant by the Authorised Offeror
in accordance with the Authorised Offeror's usual procedures.
The effectiveness of the offer is subject to the adoption of
the resolution of admission to trading of the Securities on London
Stock Exchange on or around the Issue Date. As such, the Issuer
undertakes to file the application for the Securities to be admitted
to trading on the London Stock Exchange in time for the adoption
of such resolution.
Description of the application process: An offer of the Securities
may be made by the Manager or the Authorised Offeror other than
pursuant to Section 86 of FSMA in United Kingdom and the Channel
Islands (the " Public Offer Jurisdiction ") during the Offer Period.
Applications for the Securities can be made in the Public Offer
Jurisdiction through the Authorised Offeror during the Offer Period.
The Securities will be placed into the Public Offer Jurisdiction
by the Authorised Offeror. Distribution will be in accordance
with the Authorised Offeror's usual procedures, notified to investors
by the Authorised Offeror.
Details of the minimum and/or maximum amount of application: The
minimum and maximum amount of application from the Authorised
Offeror will be notified to investors by the Authorised Offeror.
Description of possibility to reduce subscriptions and manner
for refunding excess amount paid by applicants: Not Applicable
Details of the method and time limits for paying up and delivering
the Securities: Investors will be notified by the Authorised Offeror
of their allocations of Securities and the settlement arrangements
in respect thereof.
Manner in and date on which results of the offer are to be made
public: Investors will be notified by the Authorised Offeror of
their allocations of Securities and the settlement arrangements
in respect thereof.
Procedure for exercise of any right of pre-emption, negotiability
of subscription rights and treatment of subscription rights not
exercised: Not Applicable
Categories of holders to which the Securities are offered and
whether Tranche(s) have been reserved for certain countries: Not
Applicable
Process for notification to applicants of the amount allotted
and indication whether dealing may begin before notification is
made: Applicants will be notified directly by the Authorised Offeror
of the success of their application. No dealings in the Securities
may take place prior to the Issue Date.
Name(s) and address(es), to the extent known to the Issuer, of
the placers in the various countries where the offer takes place:
the Authorised Offeror
Estimated total expenses of the issue and/or offer including
expenses charged to investor by Issuer/Offeror
The 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?
See the item entitled "The Authorised Offeror" above.
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
Not Applicable
Description of any interest material to the issue/offer, including
conflicting interests
The Authorised Offeror will be paid aggregate commissions equal
to no more than 1.00% of the Issue Price.
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END
PFTFSMFLWEDSELE
(END) Dow Jones Newswires
December 07, 2023 09:50 ET (14:50 GMT)
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