Publication of Notice to the
Holders of Securities
BARCLAYS BANK
PLC
Notice to holders of MXN
500,000,000 Securities due December 2028 pursuant to the Global
Structured Securities Programme UK Base Prospectus dated 17 April
2022 (the "Base Prospectus")
Series: NX00383323 | ISIN:
XS2674310276
under the Global Structured
Securities Programme
This notice relates to the final
terms for ISIN XS2674310276 dated 20 December
2023 (the "Final Terms"),
which are being replaced by the version 2 final terms dated 20
December 2023 (the "Final
Terms").
The following elements in the Final
Terms and accompanying summary have been amended in the version 2
Final Terms:
In Part A, paragraph 34 (Trade Date) the date "14 December
2023" has been deleted and replaced by "19 December
2023".
The above amendments do not affect
the Conditions of the Securities in any respect. The rest of the
Final Terms remains unchanged.
Capitalised terms used but not
otherwise defined herein shall have the meanings given to them in
the Final Terms, as read in conjunction with the Base
Prospectus.
A copy of the 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
15 May 2024.
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: The following
disclaimer applies to the Amended and Restated Final Terms, and you
are therefore advised to read this disclaimer carefully before
reading, accessing or making any other use of the Amended and
Restated Final Terms, or the Base Prospectus which the Amended and
Restated Final Terms must be read in conjunction with.
NEITHER THE AMENDED AND RESTATED
FINAL TERMS OR BASE PROSPECTUS MAY BE FORWARDED OR DISTRIBUTED
OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS AND BASE
PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO
PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE
ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT").
FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
NOTHING IN THIS ELECTRONIC
PUBLICATION OR IN THE AMENDED AND RESTATED FINAL TERMS AND BASE
PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN ANY
JURISDICTION WHERE SUCH offers or solicitations
are not permitted by law. THE SECURITIES HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information
contained in the Amended and Restated Final Terms and Base
Prospectus may be addressed to and/or targeted at persons who are
residents of particular countries (as specified in the Amended and
Restated Final Terms and Base Prospectus) only and is not intended
for use and should not be relied upon by any person outside these
countries and/or to whom the offer contained in the Amended and
Restated Final Terms and Base Prospectus is not addressed. Prior to
relying on the information contained in the Amended and Restated
Final Terms and Base Prospectus you must ascertain whether or not
you are part of the intended addressees of the information
contained therein.
Confirmation of your Representation:
In order to be eligible to view the Amended and
Restated Final Terms and Base Prospectus or make an investment
decision with respect to the Securities, you must be a person other
than a U.S. person (within the meaning of Regulation S under the
Securities Act) and by accessing the Amended and Restated Final
Terms and Base Prospectus you shall be deemed to have represented
that (i) you and any customers you represent are not U.S. persons
(as defined in Regulation S to the Securities Act) and (ii) you
consent to delivery of the Amended and Restated Final Terms and
Base Prospectus and any amendments or supplements thereto via
electronic transmission.
You are reminded that the Amended
and Restated Final Terms and Base Prospectus have been made
available to you on the basis that you are a person into whose
possession the Amended and Restated Final Terms and Base Prospectus
may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you
authorised to, deliver the Amended and Restated Final Terms or Base
Prospectus, electronically or otherwise, to any other
person.
The Amended and Restated Final Terms
and Base Prospectus have been made available to you in an
electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of
electronic transmission and consequently none of the Issuer, its
advisers nor any person who controls any of them nor any director,
officer, employee nor agent of it or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of
any difference between the Amended and Restated Final Terms and
Base Prospectus made available to you in electronic format and the
hard copy versions available to you on request from the
Issuer.
UK
MiFIR product governance / Professional investors and ECPs only
target market - Solely for the
purposes of the manufacturer's product approval process, the target
market assessment in respect of the Securities has led to the
conclusion that: (i) the target market for the Securities is only
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"),
and professional clients, as defined in Regulation (EU) No 600/2014
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK
MiFIR"); and
(ii) all channels for distribution of the Securities to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Securities
(a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance
Rules") is
responsible for undertaking its own target market assessment in
respect of the Securities (by either adopting or refining the
manufacturer's target market assessment) and determining
appropriate distribution channels.
PROHIBITION OF SALES TO UK 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
United Kingdom. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii)
a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (as amended, the "FSMA") and any
rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the EUWA and regulations made thereunder
(as amended, the "UK Prospectus
Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014 as it
forms part of UK domestic law by virtue of the EUWA (as amended,
the "UK PRIIPs
Regulation") for offering or selling
the Securities or otherwise making them available to retail
investors in the United Kingdom has been prepared and therefore
offering or selling the Securities or otherwise making them
available to any retail investor in the United Kingdom may be
unlawful under the UK PRIIPs Regulation.
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.
The Securities and, as applicable,
the Entitlements, have not been and will not be, at any time,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities
Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States. The Securities may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act ("Regulation S"))
("U.S.
persons"), except in certain
transactions exempt from the registration requirements of the
Securities Act and applicable state securities laws. The Securities
are being offered and sold outside the United States to non-U.S.
persons in reliance on Regulation S. Trading in the Securities and,
as applicable, the Entitlements, has not been approved by the U.S.
Commodity Futures Trading Commission under the U.S. Commodity
Exchange Act of 1936, as amended (the "Commodity Exchange
Act"), and the rules and regulations
promulgated thereunder.
The Securities have not been, and
will not be, registered with the National Securities Registry
(Registro Nacional de
Valores) maintained by the Mexican National Banking and
Securities Commission (Comisión
Nacional Bancaria y de Valores) and, therefore, the
Securities may not be publicly offered or sold in Mexico, except
that the Securities may be offered and sold in Mexico to investors
that qualify as institutional or accredited investors pursuant to
the private placement exception set forth in Article 8 of the
Mexican Securities Market Law and regulations
thereunder.