TIDM33JE
RNS Number : 2547Z
Barclays Bank PLC
10 January 2024
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 6,000,000 Securities due December 2029
pursuant to the Global Structured Securities Programme Preference
Share Linked Base Prospectus dated 14 April 2023 (the "Base
Prospectus")
Series: NX00379319 | ISIN: XS2638644174
under the Global Structured Securities Programme
This notice relates to the amended and restated final terms for
ISIN XS2638644174 dated 21 December 2023 (the "Amended and Restated
Final Terms"), which are being replaced by the amended and restated
final terms dated 9 January 2024 (the "Amended and Restated Final
Terms").
The following elements in the Amended and Restated Final Terms
and accompanying summary dated 21 December 2023 have been amended
in the Amended and Restated Final Terms dated 9 January 2024 to
reflect the amended Specified Denomination, the amended Minimum
Tradable Amount and the amended Calculation Amount:
1. In Part A, line item 3(b) (Specified Denomination) is amended
to the extent that the figure "1,000" is deleted and replaced with
"1";
2. In Part A, line item 3(c) (Minimum Tradable Amount) is
amended to the extent that the figure "1,000" is deleted and
replaced with "1";
3. In Part A, line item 3(d) (Calculation Amount) is amended to
the extent that the figure "1,000" is deleted and replaced with
"1";
4. In the Summary, the paragraph entitled "Currency,
denomination, issue size and term of the Securities" is amended to
the extend that the figure "1,000" is deleted and replaced with
"1".
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 PSL Base Prospectus
dated 14 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 9 January 2024.
DISCLAIMER - INTED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Amended and
Restated Final Terms, and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other
use of the Amended and Restated Final Terms, or the Base Prospectus
which the Amended and Restated Final Terms must be read in
conjunction with.
NEITHER THE AMED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY
BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY
NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMED AND RESTATED
FINAL TERMS AND BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE
UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN,
AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMED (THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THIS
NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE
APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMED AND
RESTATED FINAL TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF
THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH offers or
solicitations are not permitted by law. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information contained in the Amended and
Restated Final Terms and Base Prospectus may be addressed to and/or
targeted at persons who are residents of particular countries (as
specified in the Amended and Restated Final Terms and Base
Prospectus) only and is not intended for use and should not be
relied upon by any person outside these countries and/or to whom
the offer contained in the Amended and Restated Final Terms and
Base Prospectus is not addressed. Prior to relying on the
information contained in the Amended and Restated Final Terms and
Base Prospectus you must ascertain whether or not you are part of
the intended addressees of the information contained therein.
Confirmation of your Representation: In order to be eligible to
view the Amended and Restated Final Terms and Base Prospectus or
make an investment decision with respect to the Securities, you
must be a person other than a U.S. person (within the meaning of
Regulation S under the Securities Act) and by accessing the Amended
and Restated Final Terms and Base Prospectus you shall be deemed to
have represented that (i) you and any customers you represent are
not U.S. persons (as defined in Regulation S to the Securities Act)
and (ii) you consent to delivery of the Amended and Restated Final
Terms and Base Prospectus and any amendments or supplements thereto
via electronic transmission.
You are reminded that the Amended and Restated Final Terms and
Base Prospectus have been made available to you on the basis that
you are a person into whose possession the Amended and Restated
Final Terms and Base Prospectus may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the
Amended and Restated Final Terms or Base Prospectus, electronically
or otherwise, to any other person.
The Amended and Restated Final Terms and Base Prospectus have
been made available to you in an electronic form. You are reminded
that documents transmitted via this medium may be altered or
changed during the process of electronic transmission and
consequently none of the Issuer, its advisers nor any person who
controls any of them nor any director, officer, employee nor agent
of it or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the
Amended and Restated Final Terms and Base Prospectus made available
to you in electronic format and the hard copy versions available to
you on request from the Issuer.
Amended and Restated Final Terms dated 9 January 2024
(amending and restating the Amended and Restated Final Terms
dated 21 December 2023)
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.
Apart from the standard(s) specified below (see section "Use of
proceeds"), the Securities are not intended to satisfy, in whole or
in part, any other present or future "ESG", "green", "sustainable",
"climate-friendly" or equivalently-labelled frameworks, taxonomies,
standards and/or other regulatory or index inclusion criteria or
voluntary guidelines with which such investor or its investments
may be expected to comply. Without limitation, the Securities may
not qualify for the EU Green Bond label; and they may not take into
account any of the EU criteria for environmentally sustainable
investments, including as set out under the Regulation of the
European Parliament and of the Council on the Establishment of a
Framework to Facilitate Sustainable Investment (Regulation (EU)
2020/852) (or any equivalent).
The Securities are not intended to satisfy, in whole or in part,
any present or future "ESG", "green", "sustainable",
"climate-friendly" or equivalently-labelled frameworks, taxonomies,
standards and/or other related regulatory or index inclusion
criteria or voluntary guidelines with which such investor or its
investments may be expected to comply. Without limitation, the
Securities do not qualify for the EU Green Bond label; they do not
take into account any of the EU criteria for environmentally
sustainable investments, including as set out under the Regulation
of the European Parliament and of the Council on the Establishment
of a Framework to Facilitate Sustainable Investment (Regulation
(EU) 2020/852) (or any equivalent regime); nor do they qualify as
'sustainable investments' as defined under the Sustainable Finance
Disclosure Regulations (Regulation (EU) 2019/2088) (or any
equivalent regime).
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 6,000,000 Securities due December 2029 pursuant to 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 the
Regulation (EU) 2017/1129 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (as amended) and
regulations made thereunder (as amended, the "UK Prospectus
Regulation") and is prepared in connection with the Global
Structured Securities Programme established by Barclays Bank PLC
(the "Issuer"). These Amended and Restated Final Terms complete and
should be read in conjunction with GSSP Preference Share Linked
Base Prospectus which constitutes a base prospectus drawn up as
separate documents (including the Registration Document dated 6
March 2023, as supplemented on 28 July 2023 and the Securities Note
relating to the GSSP Preference Share Linked Base Prospectus dated
14 April 2023 as supplemented on 20 November 2023) for the purposes
of Article 8(6) of the UK Prospectus Regulation (the "Base
Prospectus"). Full information on the Issuer and the offer of the
Securities is only available on the basis of the combination of
these Final Terms and the Base Prospectus. A summary of the
individual issue of the Securities is annexed to these 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.
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 9 January 2024
(replacing the Amended and Restated Final Terms dated 21
December 2023)
PART A - CONTRACTUAL TERMS
1. (a) Series number: NX00379319
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount
as at the Issue Date:
(i) Tranche: GBP 6,000,000.00
(ii) Series: GBP 6,000,000.00
(b) Specified Denomination: GBP 1
(c) Minimum Tradable Amount: GBP 1 (and GBP 1 thereafter).
(d) Calculation Amount: GBP 1
4. Issue Price: 100% of par. The Issue Price
includes a fee which will be
no more than 1.25% of the Issue
Price.
Investors in the Securities
intending to invest through
an intermediary (including by
way of introducing broker) should
request details of any such
commission or fee payment from
such intermediary before making
any purchase hereof.
5. Issue Date: 22 December 2023
6. Scheduled Redemption Date: 24 December 2029
7. Preference Share linked Securities:
(a) Underlying Preference Share(s) Underlying Preference Share:
and Underlying Preference Share 1 Preference Share linked to
Reference Asset(s): FTSE 100 INDEX and S&P 500 Index
(the "Underlying Preference
Share Reference Assets") issued
by Teal Investments Limited
(Class number: PEISC609)
(b) Final Valuation Date: 17 December 2029, subject as
specified in General Condition
5.3 (Relevant defined terms)
(c) Valuation Time: As specified in General Condition
5.3 (Relevant defined terms)
8. Additional Disruption Event:
(a) Change in Law: Applicable as per General Condition
22.1 (Definitions)
(b) Currency Disruption Event: Applicable as per General Condition
22.1 (Definitions)
(c) Extraordinary Market Disruption: Applicable as per General Condition
22.1 (Definitions)
(d) Optional Additional Adjustment Applicable as per General Condition
Event(s): 22.1 (Definitions)
(i) Insolvency Filing: Applicable
(ii) Insolvency: Applicable
(iii) Preference Share Adjustment Applicable
Event:
9. Form of Securities: Global Bearer Securities: Permanent
Global Security
TEFRA: Not Applicable
NGN Form: Not Applicable
Held under the NSS: Not Applicable
CGN Form: Applicable
CDIs: Not Applicable
10. Trade Date: 19 October 2023
11. 871(m) Securities The Issuer has determined that
the Securities (without regard
to any other transactions) should
not be subject to U.S. withholding
tax under Section 871(m) of
the U.S. Internal Revenue Code
and regulations promulgated
thereunder.
12. (i) Prohibition of Sales to Not Applicable
UK Retail Investors:
(ii) Prohibition of Sales to Applicable - see the cover page
EEA Retail Investors: of these Final Terms
13. Early Cash Settlement Date: As specified in General Condition
22.1 (Definitions)
For the purposes of a Preference
Share Termination Event pursuant
to General Condition 6 which
includes, but is not limited
to, the occurrence of an autocall
event in respect of the Underlying
Preference Share, the Securities
will be redeemed on the applicable
Early Cash Settlement Date.
The Early Cash Settlement Date(s)
corresponding to the relevant
Early Cash Settlement Valuation
Date(s) are set out in the table
below:
Early Cash Early Cash
Settlement Settlement
Valuation Date(s)
Date(s)
15 December 22 December
2025 2025
------------
15 December 22 December
2026 2026
------------
15 December 22 December
2027 2027
------------
15 December 22 December
2028 2028
------------
14. Early Redemption Notice Period Applicable as per General Condition
Number: 22.1 (Definitions)
15. Business Day: As defined in General Condition
22.1 (Definitions)
16. Determination Agent: Barclays Bank PLC
17. Registrar: Not Applicable
18. CREST Agent: Not Applicable
19. Transfer Agent: Not Applicable
20. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
21. Relevant Benchmarks: Amounts payable under the Securities
may be calculated by reference
to 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).
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION
TO TRADING
(a) Listing and Admission Application will be made by
to Trading: the Issuer (or on its behalf)
for the Securities to be listed
on the Official List and admitted
to trading on the Regulated
Market of the London Stock
Exchange on or around the Issue
Date.
(b) Estimate of total GBP 395
expenses related to
admission to trading:
(c) Name and address Not Applicable
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:
2. RATINGS
Ratings: The Securities have not been
individually rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED
IN THE OFFER
Save for any fees payable to the Manager and save
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 offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND
TOTAL EXPENSES
(a) Reasons for the offer: Making profit and/or hedging
purposes
(b) Use of Proceeds: Not Applicable
(c) Estimated net proceeds: Not Applicable
(d) Estimated total expenses: Not Applicable
5. PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND
OTHER INFORMATION CONCERNING THE UNDERLYING PREFERENCE
SHARE
The value of the Securities will depend upon the
performance of the Underlying Preference Share.
The Preference Share Value in respect of each Underlying
Preference Share will be published on each Business
Day at https://barxis.barcap.com/GB/1/en/home.app.
Details of the past performance and volatility of
the Underlying Preference Share Reference Assets
may be obtained from Bloomberg Screen: 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"
6. POST ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information
with respect to the Underlying Preference Share(s),
unless required to do so by applicable law or regulation.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS2638644174
(b) Common Code: 263864417
(c) Name(s) and address(es) Not Applicable
of any clearing system(s)
other than Euroclear
Bank S.A./N.V. and Clearstream
Banking, société
anonyme, and the relevant
identification number(s):
(d) Delivery: Delivery free of payment
(e) Intended to be held No since unsecured debt instruments
in a manner which would issued by credit institutions
allow Eurosystem eligibility: established outside the European
Union are not Eurosystem eligible.
(f) Green Structured Securities: No
(g) Green Index Linked Securities: No
8. TERMS AND CONDITIONS OF THE OFFER
8.1 Authorised Offer(s)
(a) Public Offer: An offer of the Securities
may be made, subject to the
conditions set out below by
the Authorised Offeror(s) (specified
in (b) immediately below) other
than pursuant to section 86
of the FSMA during the Offer
Period (specified in (c) immediately
below) subject to the conditions
set out in the Base Prospectus
and in (d) immediately below.
(b) Name(s) and address(es), Each financial intermediary
to the extent known specified in (i) and (ii) below:
to the Issuer, of the (i) Specific consent: Walker
placers in the various Crips Structured Investments
countries where the (the "Initial Authorised Offeror(s)")
offer takes place (together, and each financial intermediary
the "Authorised Offeror(s)"): expressly named as an Authorised
Offeror on the Issuer's website
(https://www.barx-is.com);
and
(ii) General consent: Not Applicable
(c) Offer period for which From (and including) 24 October
use of the Base Prospectus 2023 to (and including) 15
is authorised by the December 2023.
Authorised Offeror(s)
(the "Offer Period"):
(d) Other conditions for Not Applicable
use of the Base Prospectus
by the Authorised Offeror(s):
8.2 Other terms and conditions of the offer
(a) Offer Price: 100.00% of the Issue Price
(b) Total amount of offer: GBP 6,000,000.00
(c) Conditions to which The Issuer reserves the right
the offer is subject: 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.
(d) Time period, including From (and including) 24 October
any possible amendments, 2023 to (and including) 15
during which the offer December 2023.
will be open and description
of the application process:
(e) Description of the application An offer of the Securities
process: may be made by the Manager
or the Authorised Offeror other
than pursuant to section 86
of the FSMA in the United Kingdom
(the "Public Offer Jurisdiction")
during the Offer Period.
Applications for the Securities
can be made in the Public Offer
Jurisdiction through the Authorised
Offeror during the Offer Period.
The Securities will be placed
into the Public Offer Jurisdiction
by the Authorised Offeror.
Distribution will be in accordance
with the Authorised Offeror's
usual procedures, notified
to investors by the Authorised
Offeror.
(f) Details of the minimum The minimum and maximum amount
and/or maximum amount of application from the Authorised
of application: Offeror will be notified to
investors by the Authorised
Offeror.
(g) Description of possibility Not Applicable
to reduce subscriptions
and manner for refunding
excess amount paid by
applicants:
(h) Details of method and Investors will be notified
time limits for paying by the Authorised Offeror of
up and delivering the their allocations of Securities
Securities: and the settlement arrangements
in respect thereof.
(i) Manner in and date on Investors will be notified
which results of the by the Authorised Offeror of
offer are to be made their allocations of Securities
public: and the settlement arrangements
in respect thereof.
(j) Procedure for exercise Not Applicable
of any right of pre-emption,
negotiability of subscription
rights and treatment
of subscription rights
not exercised:
(k) Process for notification Applicants will be notified
to applicants of the directly by the Authorised
amount allotted and Offeror of the success of their
indication whether dealing application. No dealings in
may begin before notification the Securities may take place
is made: prior to the Issue Date.
(l) Amount of any expenses Prior to making any investment
and taxes specifically decision, investors should
charged to the subscriber seek independent professional
or purchaser: advice as they deem necessary.
(m) Name(s) and address(es), Walker Crips Structured Investments
to the extent known Old Change House, 128 Queen
to the Issuer, of the Victoria Street, London, EC4V
placers in the various 4HR
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. Where
a claim relating to the information contained in the Prospectus is
brought before a court, the plaintiff investor might, under the national
law, have to bear the costs of translating the Prospectus before the
legal proceedings are initiated. Civil liability attaches only to those
persons who have tabled the Summary, including any translation thereof,
but only where the Summary is misleading, inaccurate or inconsistent
when read together with the other parts of the Prospectus or it does
not provide, when read together with the other parts of the Prospectus,
key information in order to aid investors when considering whether
to invest in the Securities.
You are about to purchase a product that is not simple and may be
difficult to understand.
Securities: GBP 6,000,000.00 Securities due 24 December 2029 pursuant
to the Global Structured Securities Programme (ISIN: XS2638644174)
(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 Walker Crips Structured
Investments with its address at Old Change House, 128 Queen Victoria
Street, London, EC4V 4HR (telephone number: 020 3100 8880) and its
LEI is 213800DAFKGCXA75BD06.
Competent authority: The Base Prospectus was approved on 14 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 consumer 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 June
(unaudited) As at 31 December
----------------- ---------------------
2023 2022 2022 2021
-------- ------- ---------- ---------
(GBPm) (GBPm)
Net interest
income......................................
............................................
............................................
..... 3,120 2,233 5,398 3,073
Net fee and commission
income......................................
............................................
...................... 2,806 2,839 5,426 6,587
Credit impairment (charge) /
release.....................................
............................................
.......... (688) (293) (933) 277
Net trading
income......................................
............................................
............................................
...... 3,853 5,026 7,624 5,788
Profit before
tax.........................................
............................................
............................................
.......... 3,132 2,605 4,867 5,418
Profit after tax
............................................
............................................
............................................
........... 2,607 2,129 4,382 4,588
Consolidated Balance Sheet
As at 30 June
(unaudited) As at 31 December
---------------- ------------------------
2023 2022 2021
----------
(GBPm)
1,246,636
58,377
36,325
183,237
307,820
58,348
---------- ----------
(GBPm)
Total assets
............................................................
............................................................
.................................. 1,203,537 1,061,778
Debt securities in
issue.......................................................
............................................................
.............. 60,012 48,388
Subordinated
liabilities.................................................
............................................................
................... 38,253 32,185
Loans and advances at amortised
cost
............................................................
.................................. 182,507 145,259
Deposits at amortised cost
............................................................
........................................................... 291,579 262,828
Total equity
............................................................
............................................................
.................................. 58,953 56,317
Certain Ratios from the Financial Statements(1) 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 are derivative securities in the form of notes issued
in global bearer form and will be uniquely identified by: Series number:
NX00379319; Tranche number: 1; ISIN: XS2638644174; Common Code: 263864417.
The Securities are cleared and settled through Euroclear Bank S.A./N.V.
and/or Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1. The issue size is GBP 6,000,000.00
and the issue price is 100.00% of par.
The issue date is 22 December 2023 and the redemption date is 24 December
2029 (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: PEISC609), the "Underlying
Preference Share", the value of which is dependent on the performance
of each Underlying Preference Share Reference Asset. Information on
the Underlying Preference Share can be found on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities
will be redeemed by the Issuer by payment on the Redemption Date of
a cash amount per Calculation Amount in the Currency equal to (i) the
Calculation Amount multiplied by (ii) the Preference Share Value(final)
divided by the Preference Share Value(initial) .
Where:
* Preference Share Value(final) : the value of the
Underlying Preference Share on 17 December 2029,
being the "Final Valuation Date". The Final Valuation
Date is subject to adjustment.
* Preference Share Value(initial) : the Underlying
Preference Share on 22 December 2023, 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 151.000%) multiplied by the Calculation Amount (being
GBP 100.00 ).
If:
The Final Valuation Price of the Worst Performing Underlying Preference
Share Reference Asset is greater than or equal to the Knock-in Barrier
Price of the Worst Performing Underlying Preference Share Reference
Asset:
Value of the Underlying Preference Share = 100% multiplied by the Calculation
Amount.
If:
The Final Valuation Price of the Worst Performing Underlying Preference
Share Reference Asset is less than the Knock-in Barrier Price of the
Worst Performing Underlying Preference Share Reference Asset:
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: 151.000%
* Final Barrier: in respect of the Worst Performing
Underlying Preference Share Reference Asset and the
final valuation date, an amount which is calculated
as 75.000% 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 17 December 2029, 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 15 December 2023, subject to
adjustment.
(i) Underlying Preference Share Initial Price
Reference Asset
1 FTSE 100 INDEX 7,576.36
---------------------------- --------------
2 S&P 500 Index 4,719.19
---------------------------- --------------
* Knock-in Barrier Percentage: 50.000%.
* Knock-in Barrier Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is
calculated as 50.000% 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.
* 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 Index Sponsor Exchange Bloomberg
Share Reference Screen
Asset(s)
1 FTSE 100 INDEX FTSE International London Stock Exchange UKX
Limited
---------------------- ------------------- ---------------------- ----------
2 S&P 500 Index S&P Dow Multi-exchange SPX
Jones 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
Date Redemption Percentage Cash Settlement
Date Percentage
15 December 23 December
1 2025 2025 100.000% 117.000%
------------------- --------------- ----------------- -----------------
15 December 23 December
2 2026 2026 100.000% 125.500%
------------------- --------------- ----------------- -----------------
15 December 23 December
3 2027 2027 100.000% 134.000%
------------------- --------------- ----------------- -----------------
15 December 27 December
4 2028 2028 100.000% 142.500%
------------------- --------------- ----------------- -----------------
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 22 December 2023.
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
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 during
the period from (and including) 24 October 2023 to (and including)
15 December 2023 (the "Offer Period") and such offer is subject to
the following conditions:
* Offer Price: The Issue Price
* Conditions to which the offer is subject: 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.
* Description of the application process: An offer of
the Securities other than pursuant to section 86 of
FSMA may be made by the Manager or the Authorised
Offeror in the United Kingdom (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.
* 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.
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(s)" 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: The offer of the
Securities is not subject to an underwriting agreement on a firm commitment
basis.
Description of any interest material to the issue/offer, including
conflicting interests
The Authorised Offeror may be paid fees in relation to the offer of
Securities. Potential conflicts of interest may exist between the Issuer,
determination agent, Authorised Offeror or their affiliates (who may
have interests in transactions in derivatives related to the Underlying
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 Authorised Offeror will be paid aggregate commissions equal to
1.25%. Any Authorised Offeror 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 21 December 2023
TEAL INVESTMENTS LIMITED
(the "Preference Share Issuer")
(Incorporated in Jersey and independent to the Issuer)
Class PEISC609 GBP Preference Shares linked to FTSE 100 INDEX
and S&P 500 Index due December 2029
(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 PEISC609
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: 21 December 2023
7. Scheduled Redemption Date: 27 December 2029, 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 Not Applicable
Share General Condition 7 (Determination
of the Additional Amount))
10. Redemption Value Barriers and
Thresholds:
(a) Barrier: European
(b) Final Barrier Percentage: 75.000%
(c) Strike Price Percentage: 100.000%
(d) Knock-in Barrier Percentage: 50.000%
(e) Final Autocall Settlement
Percentage: 151.000%
11. Additional Amount Barriers and Not Applicable
Thresholds:
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.1 (Automatic early
redemption following an Autocall Event))
12. Autocall Applicable
i Autocall Valuation Autocall Early Autocall Barrier Autocall Early
Date: Redemption Percentage: Cash Settlement
Date: Percentage:
15 December 23 December
1 2025 2025 100.000% 117.000%
------------------ -------------- ---------------- ----------------
15 December 23 December
2 2026 2026 100.000% 125.500%
------------------ -------------- ---------------- ----------------
15 December 23 December
3 2027 2027 100.000% 134.000%
------------------ -------------- ---------------- ----------------
15 December 27 December
4 2028 2028 100.000% 142.500%
------------------ -------------- ---------------- ----------------
(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 Not Applicable
Lookback-out:
(iv) Autocall Each of the dates specified
Valuation Date(s): as an "Autocall Valuation Date"
in the table above
(b) Autocall Early Redemption Each of the dates specified
Date: as an "Autocall Early Redemption
Date" in the table above, subject
to adjustment in accordance
with the Business Day Convention
(c) Autocall Barrier Percentage: Each of the percentages specified
as an "Autocall Barrier Percentage"
in the table above
(d) Autocall Early Cash Each of the percentages specified
Settlement as an "Autocall Early Cash Settlement
Percentage: Percentage" 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): 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 Initial Exchange Related Bloomberg Index
Index Price Exchange Screen Sponsor
--------- --------- --------------- ------------- ---------- --------------
FTSE
FTSE 100 London All International
1 INDEX 7,576.36 Stock Exchange Exchanges UKX Limited
--------- --------- --------------- ------------- ---------- --------------
S&P Dow
S&P 500 All Jones Indices
2 Index 4,719.19 Multi-exchange Exchanges SPX LLC
--------- --------- --------------- ------------- ---------- --------------
17. Initial Price: The Valuation 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: 15 December 2023
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: 17 December 2029
Provisions relating to disruption events and taxes and
expenses:
19. Consequences of a Disrupted Not Applicable
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))
20. FX Disruption Event: (Preference Not Applicable
Share General Condition 15 (FX
Disruption Event))
21. Local Jurisdiction Taxes and Not Applicable
Expenses: (Preference Share
General Condition 16 (Local
Jurisdiction Taxes and Expenses))
22. Additional Disruption Events:
(Preference Share General Condition
14 (Adjustment or early redemption
following an Additional Disruption
Event))
(a) Change in Law: Applicable as per Preference
Share General Condition 31 (Definitions
and interpretation)
(b) Currency Disruption Event: Applicable as per Preference
Share General Condition 31 (Definitions
and interpretation)
(c) Hedging Disruption: Applicable as per Preference
Share General Condition 31 (Definitions
and interpretation)
(d) Extraordinary Market Disruption: Applicable as per Preference
Share General Condition 31 (Definitions
and interpretation)
(e) Increased Cost of Hedging: Not Applicable as per Preference
Share General Condition 31 (Definitions
and interpretation)
(f) Affected Jurisdiction Hedging Not Applicable as per Preference
Disruption: Share General Condition 31 (Definitions
and interpretation)
(g) Affected Jurisdiction Increased Not Applicable as per Preference
Cost of Hedging: Share General Condition 31 (Definitions
and interpretation)
(h) Increased Cost of Stock Not Applicable as per Preference
Borrow: 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 Not Applicable
Futures Contracts:
General Provisions:
26. Form of Preference Shares: Uncertificated registered securities
27. Trade Date: 19 October 2023
28. Early Redemption Notice Period As specified in Preference Share
Number: 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 are not in any way sponsored, endorsed, sold or
promoted by FTSE International Limited ("FTSE") or the London Stock
Exchange Group companies ("LSEG") (together the "Licensor Parties")
and none of the Licensor Parties make any claim, prediction,
warranty or representation whatsoever, expressly or impliedly,
either as to (i) the results to be obtained from the use of the
Index (upon which the Securities based), (ii) the figure at which
the Index is said to stand at any particular time on any particular
day or otherwise, or (iii) the suitability of the Index for the
purpose to which it is being put in connection with the
Securities.
None of the Licensor Parties have provided or will provide any
financial or investment advice or recommendation in relation to the
Index to the Issuer or to its clients. The Index is calculated by
FTSE or its agent. None of the Licensor Parties shall be (a) liable
(whether in negligence or otherwise) to any person for any error in
the Index or (b) under any obligation to advise any person of any
error therein.
All rights in the Index vest in FTSE. "FTSE(R)" is a trade mark
of LSEG and is used by FTSE under licence.
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(R), S&P(R) and S&P 500(R) are
registered trademarks of Standard & Poor's Financial Services
LLC ("S&P"); Dow Jones(R) 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
PFTSFSSUSELSEDF
(END) Dow Jones Newswires
January 10, 2024 04:32 ET (09:32 GMT)
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