Publication of Notice to the
Holders of Securities
BARCLAYS BANK
PLC
Notice to holders of GBP
4,000,000 Securities due August 2029 pursuant to the Global
Structured Securities Programme UK Base Prospectus dated 12 April
2024 (the "Base Prospectus")
Series: NX00406207 | ISIN:
XS2800952736
under the Global Structured
Securities Programme
This notice relates to the original
final terms for ISIN XS2800952736 dated 28 June 2024 (the
"Original Final Terms"),
which are being replaced by the amended and restated final terms
dated 21 August 2024 (the "Amended
and Restated Final Terms").
1. The
following elements in the Original Final Terms and accompanying
summary have been amended in the Amended and Restated Final Terms
to reflect the amendments to the key information of the issuer set
out in the summary as a result of the supplement to the
Registration Document dated 2 August 2024:
i)
On page two of the Amended and Restated Final Terms, the words "as
supplemented on 2 August 2024" have been inserted into the
following sentence: "These Amended and Restated Final Terms
complete and should be read in conjunction with GSSP Preference
Share Linked Base Prospectus which constitutes a base prospectus
drawn up as separate documents (including the Registration Document
dated 27 March 2024 as supplemented on 2 August 2024 and the
Securities Note relating to the GSSP Preference Share Linked Base
Prospectus dated 12 April 2024) for the purposes of Article 8(6) of
the UK Prospectus Regulation (the "Base Prospectus")."
ii)
In the summary to the Final Terms under the section titled
"KEY INFORMATION ON THE
ISSUER", the sub-section titled "Pricinipcal activities of the Issuer"
shall be deleted in its entirety and replaced with the
following:
"Principal activities of the Issuer: The
Group's businesses include consumer banking and payments operations
around the world, as well as a global corporate and investment
bank. The Group comprises of Barclays PLC together with its
subsidiaries, including the Issuer. The Issuer's principal activity
is to offer products and services designed for larger corporate,
wholesale and international banking clients."
iii)
In the summary to the Amended and Restated Final Terms under the
section titled "KEY INFORMATION
ON THE ISSUER", the sub-section titled What is the key financial information
regarding the Issuer? shall be deleted in its entirety and
replaced with the following:
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What is the key financial
information regarding the Issuer?
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The Issuer has derived the selected
consolidated financial information included in the table below for
the years ended 31 December 2023 and 31 December 2022 from the
annual consolidated financial statements of the Issuer for the
years ended 31 December 2023 and 2022 (the "Financial Statements"), which have each
been audited with an unmodified opinion provided by KPMG. The
selected financial information included in the table below for the
six months ended 30 June 2024 and 30 June 2023 was derived from
the unaudited condensed consolidated
interim financial statements of the Issuer
in respect of the six months ended 30 June 2024 (the "Interim Results
Announcement"). Certain of the
comparative financial metrics included in the table below for the
six months ended 30 June 2023 were restated in the Interim Results
Announcement.
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Consolidated Income
Statement
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As at 30 June
(unaudited)
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|
|
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(£m)
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(£m)
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Net interest
income..............................................................................
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3,115
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3,120
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6,653
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5,398
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Net fee and commission
income.......................................................
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3,248
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2,806
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5,461
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5,426
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Credit impairment charges
/(releases)..............................................
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(831)
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(688)
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(1,578)
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(933)
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Net trading
income...............................................................................
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3,302
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3,853
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5,980
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7,624
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Profit before
tax...................................................................................
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2,677
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3,132
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4,223
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4,867
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Profit after
tax......................................................................................
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2,157
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2,607
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3,561
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4,382
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Consolidated Balance
Sheet
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As at 30 June
(unaudited)
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(£m)
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(£m)
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Total
assets.................................................................................................
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1,283,964
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1,185,166
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1,203,537
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Debt securities in
issue..............................................................................
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43,078
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45,653
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60,012
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Subordinated
liabilities.............................................................................
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37,849
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35,903
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38,253
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Loans and advances at amortised cost
................................................
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190,572
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185,247
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182,507
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Deposits at amortised cost
......................................................................
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324,012
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301,798
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291,579
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Total
equity................................................................................................
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59,110
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60,504
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58,953
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Certain Ratios from the
Financial Statements
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As at 30 June
(unaudited)
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(%)
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(%)
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Common Equity Tier 1
capital1,2
.................................................
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11.7
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12.1
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12.7
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Total regulatory
capital..................................................................
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18.6
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19.2
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20.8
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UK leverage ratio
(sub-consolidated)3..........................................
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5.6
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6.0
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1 Barclays Bank PLC's capital and RWAs are regulated by the
Prudential Regulation Authority (PRA) on a solo-consolidated basis.
The disclosure above provides a capital metric for Barclays Bank
PLC solo-consolidated.
2The CET1 ratio is calculated applying the IFRS 9 transitional
arrangements under Regulation (EU) No 575/2013 (the Capital
Requirements Regulation), as amended, as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (UK
CRR).
3 Leverage minimum requirements for Barclays Bank PLC are set at
sub-consolidated level and as a result, the leverage disclosure
above is for Barclays Bank PLC sub-consolidated.
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2. The
Autocall Early Cash Settlement Percentages set out in the table on
page 5 in the column entitled "Autocall Early Cash Settlment
Percentages" of the summary, under the section entitled
Final redemption in respect of
the Securities has been amended as follows:
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Autocall Early Cash Settlement
Percentage(s)
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114.10000%
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115.8625%
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117.6250%
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119.3875%
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121.1500%
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122.9125%
|
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124.6750%
|
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126.4375%
|
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128.20000%
|
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129.9625%
|
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131.7250%
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133.4875%
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The above amendments do not affect
the Conditions of the Securities in any respect. The rest of the
Original Final Terms remains unchanged.
Capitalised terms used but not
otherwise defined herein shall have the meanings given to them in
the Amended and Restated Final Terms, as read in conjunction with
the GSSP UK Base Prospectus dated 12 April 2024.
A copy of the Amended and Restated
Final Terms is exhibited at the end of this Notice.
For further information, please
contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
The date of this notice is 21 August
2024.
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: The following
disclaimer applies to the Amended and Restated Final Terms, and you
are therefore advised to read this disclaimer carefully before
reading, accessing or making any other use of the Amended and
Restated Final Terms, or the Base Prospectus which the Amended and
Restated Final Terms must be read in conjunction with.
NEITHER THE AMENDED AND RESTATED
FINAL TERMS OR BASE PROSPECTUS MAY BE FORWARDED OR DISTRIBUTED
OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS AND BASE
PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO
PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE
ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT").
FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
NOTHING IN THIS ELECTRONIC
PUBLICATION OR IN THE AMENDED AND RESTATED FINAL TERMS AND BASE
PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN ANY
JURISDICTION WHERE SUCH offers or solicitations
are not permitted by law. THE SECURITIES HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information
contained in the Amended and Restated Final Terms and Base
Prospectus may be addressed to and/or targeted at persons who are
residents of particular countries (as specified in the Amended and
Restated Final Terms and Base Prospectus) only and is not intended
for use and should not be relied upon by any person outside these
countries and/or to whom the offer contained in the Amended and
Restated Final Terms and Base Prospectus is not addressed. Prior to
relying on the information contained in the Amended and Restated
Final Terms and Base Prospectus you must ascertain whether or not
you are part of the intended addressees of the information
contained therein.
Confirmation of your Representation:
In order to be eligible to view the Amended and
Restated Final Terms and Base Prospectus or make an investment
decision with respect to the Securities, you must be a person other
than a U.S. person (within the meaning of Regulation S under the
Securities Act) and by accessing the Amended and Restated Final
Terms and Base Prospectus you shall be deemed to have represented
that (i) you and any customers you represent are not U.S. persons
(as defined in Regulation S to the Securities Act) and (ii) you
consent to delivery of the Amended and Restated Final Terms and
Base Prospectus and any amendments or supplements thereto via
electronic transmission.
You are reminded that the Amended
and Restated Final Terms and Base Prospectus have been made
available to you on the basis that you are a person into whose
possession the Amended and Restated Final Terms and Base Prospectus
may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you
authorised to, deliver the Amended and Restated Final Terms or Base
Prospectus, electronically or otherwise, to any other
person.
The Amended and Restated Final Terms
and Base Prospectus have been made available to you in an
electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of
electronic transmission and consequently none of the Issuer, its
advisers nor any person who controls any of them nor any director,
officer, employee nor agent of it or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of
any difference between the Amended and Restated Final Terms and
Base Prospectus made available to you in electronic format and the
hard copy versions available to you on request from the
Issuer.
Amended and Restated Final
Terms
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
- The Securities are not intended to be offered,
sold or otherwise made available to, and should not be offered,
sold or otherwise made available to, any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, the "MiFID
II"); (ii) a customer within the meaning of Directive (EU)
2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of the
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation").
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Securities or otherwise making them available to any
retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
PROHIBITION OF SALES TO SWISS RETAIL
INVESTORS: The Securities are not
intended to be offered, sold or otherwise made available to and may
not be offered, sold or otherwise made available to any retail
investor in Switzerland. For these purposes a "retail investor"
means a person who is not a professional or institutional client,
as defined in article 4 para. 3, 4 and 5 and article 5 para. 1 and
2 Swiss Federal Act on Financial Services ("FinSA") of 15 June 2018, as amended.
Consequently, no key information document required by FinSA for
offering or selling the Securities or otherwise making them
available to retail investors in Switzerland has been prepared and
therefore, offering or selling the Securities or making them
available to retail investors in Switzerland may be unlawful under
FinSA.
None of the Securities constitute a
participation in a collective investment scheme within the meaning
of the Swiss Act on Collective Investment Schemes ("CISA") and are neither subject to the
authorisation nor the supervision by the Swiss Financial Market
Supervisory Authority FINMA ("FINMA") and investors do not benefit
from the specific investor protection provided under the CISA. The
Securities may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of FinSA and no application has or
will be made to admit the Securities to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland.
Neither the Base Prospectus, the Final Terms nor any other offering
or marketing material relating to the Securities constitutes a
prospectus pursuant to the FinSA, and neither the Base Prospectus,
the Final Terms nor any other offering or marketing material
relating to the Securities may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither the Base Prospectus nor
these Final Terms or any other offering or marketing material
relating to the Securities constitute a prospectus pursuant to the
Swiss Financial Services Act ("FinSA"), and such documents may not be
publicly distributed or otherwise made publicly available in
Switzerland, unless the requirements of FinSA for such public
distribution are complied with.
The Securities documented in these
Final Terms are not being offered, sold or advertised, directly or
indirectly, in Switzerland to retail clients (Privatkundinnen und -kunden) within
the meaning of FinSA ("Retail
Clients"). Neither these Final Terms nor any offering
materials relating to the Securities may be available to Retail
Clients in or from Switzerland. The offering of the Securities
directly or indirectly, in Switzerland is only made by way of
private placement by addressing the Securities (a) solely at
investors classified as professional clients (professionelle Kunden) or
institutional clients (institutionelle Kunden) within the
meaning of FinSA ("Professional or
Institutional Clients"), (b) at fewer than 500 Retail
Clients, and/or (c) at investors acquiring securities to the value
of at least CHF 100,000.
The Securities have not been, and
will not be, at any time registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction
of the United States. The Securities may not be offered or sold
within the United States, or to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S"))
("U.S. persons"), except in
certain transactions exempt from the registration requirements of
the Securities Act and applicable state securities laws. Trading in
the Securities has not been approved by the U.S. Commodity Futures
Trading Commission under the U.S. Commodity Exchange Act of 1936,
as amended (the "Commodity
Exchange Act"), and the rules and regulations promulgated
thereunder. The Securities are being offered and sold outside the
United States to non-U.S. persons in reliance on Regulation
S.
BARCLAYS BANK
PLC
(Incorporated with limited
liability in England and Wales)
Legal Entity Identifier
(LEI): G5GSEF7VJP5I7OUK5573
GBP
4,000,000 Securities due August 2029 pursuant to the Global
Structured Securities Programme (the "Tranche 1 Securities")
Issue
Price: 100.00 per cent.
The Securities are not intended to
qualify as eligible debt securities for purposes of the minimum
requirement for own funds and eligible liabilities ("MREL") as set out under the Bank
Recovery and Resolution Directive (EU) 2014/59), as implemented in
the UK (or local equivalent, for example TLAC).
This document constitutes the
amended and restated final terms of the Securities (the
"Final Terms" or the
"Amended and Restated Final
Terms") described herein for the purposes of Article 8 of
the Regulation (EU) 2017/1129 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (as amended)
and regulations made thereunder (as amended, the "UK Prospectus Regulation") and is
prepared in connection with the Global Structured Securities
Programme established by Barclays Bank PLC (the "Issuer"). These Amended and Restated
Final Terms complete and should be read in conjunction with GSSP
Preference Share Linked Base Prospectus which constitutes a base
prospectus drawn up as separate documents (including the
Registration Document dated 27 March 2024 as supplemented on 2
August 2024 and the Securities Note relating to the GSSP Preference
Share Linked Base Prospectus dated 12 April 2024) for the purposes
of Article 8(6) of the UK Prospectus Regulation (the "Base Prospectus"). Full information on
the Issuer and the offer of the Securities is only available on the
basis of the combination of these Amended and Restated Final Terms
and the Base Prospectus. A summary of the individual issue of the
Securities is annexed to these Amended and Restated Final
Terms.
The Base Prospectus, and any
supplements thereto, are available for viewing at
https://www.home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/
and during normal business hours at the registered
office of the Issuer and the specified office of the Issue and
Paying Agent for the time being in London, and copies may be
obtained from such office.
These Securities are FinSA Exempt
Securities as defined in the Base Prospectus.
Words and expressions defined in the
Base Prospectus and not defined in the Amended and Restated Final
Terms shall bear the same meanings when used herein.
BARCLAYS
Amended and Restated Final
Terms dated 21 August 2024
(replacing the Final Terms
dated 28 June 2024)
PART A - CONTRACTUAL
TERMS
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1.
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(a) Series number:
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NX00406207
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(b) Tranche number:
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1
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2.
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Currency:
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Pound Sterling ("GBP")
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3.
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Securities:
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(a) Aggregate Nominal Amount as at
the Issue Date:
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(i) Tranche:
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GBP 4,000,000.00
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(ii) Series:
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GBP 4,000,000.00
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(b) Specified
Denomination:
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GBP 1.00
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(c) Minimum Tradable
Amount:
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GBP 1.00 (and GBP 1.00
thereafter).
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(d) Calculation Amount:
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GBP 1.00
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4.
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Issue Price:
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100% of par The Issue Price includes
a fee which will be no more than 1.15% 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.
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5.
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Issue Date:
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21 August 2024
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6.
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Scheduled Redemption
Date:
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21 August 2029
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7.
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Preference Share linked
Securities:
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(a) Underlying Preference Share(s)
and Underlying Preference Share Reference Asset(s):
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Underlying Preference Share: 1
Preference Share linked to FTSE 100 INDEX (the "Underlying Preference Share Reference
Asset") issued by Teal Investments Limited (Class number:
PEISC716)
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(b) Final Valuation Date:
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14 August 2029, subject as specified
in General Condition 5.3 (Relevant defined terms)
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(c) Valuation Time:
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As specified in General Condition
5.3 (Relevant defined
terms)
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8.
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Additional Disruption
Event:
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(a) Change in Law:
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Applicable as per General Condition
22.1 (Definitions)
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(b) Currency Disruption
Event:
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Applicable as per General Condition
22.1 (Definitions)
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(c) Extraordinary Market
Disruption:
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Applicable as per General Condition
22.1 (Definitions)
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(d) Optional Additional Adjustment
Event(s):
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Applicable as per General Condition
22.1 (Definitions)
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(i)
Insolvency Filing:
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Applicable
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(ii)
Insolvency:
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Applicable
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(iii)
Preference Share Adjustment Event:
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Applicable
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9.
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Form of Securities:
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Global Bearer Securities: Permanent
Global Security
TEFRA: Not Applicable
NGN Form: Not Applicable
Held under the NSS: Not
Applicable
CGN Form: Applicable
CDIs: Not Applicable
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10.
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Trade Date:
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25 June 2024
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11.
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871(m) Securities
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The Issuer has determined that the
Securities (without regard to any other transactions) should not be
subject to U.S. withholding tax under Section 871(m) of the U.S.
Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
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12.
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(i) Prohibition of Sales to UK
Retail Investors:
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Not Applicable
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(ii) Prohibition of Sales to EEA
Retail Investors:
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Applicable - see the cover page of
these Final Terms
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(iii) Prohibition of Sales to Swiss
Retail Investors:
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Applicable - see the cover page of
these Final Terms
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13.
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Early Cash Settlement
Date:
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As specified in General Condition
22.1 (Definitions)
For the purposes of a Preference
Share Termination Event pursuant to General Condition 6 which
includes, but is not limited to, the occurrence of an autocall
event in respect of the Underlying Preference Share, the Securities
will be redeemed on the applicable Early Cash Settlement
Date.
The Early Cash Settlement Date(s)
corresponding to the relevant Early Cash Settlement Valuation
Date(s) are set out in the table below:
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Early Cash Settlement
Valuation Date(s)
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Early Cash Settlement
Date(s)
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14 August
2026
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21 August
2026
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16
November 2026
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23
November 2026
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15
February 2027
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22
February 2027
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14 May
2027
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21 May
2027
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16 August
2027
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23 August
2027
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15
November 2027
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22
November 2027
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14
February 2028
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21
February 2028
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15 May
2028
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22 May
2028
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14 August
2028
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21 August
2028
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14
November 2028
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21
November 2028
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14
February 2029
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21
February 2029
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14 May
2029
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21 May
2029
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14.
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Early Redemption Notice Period
Number:
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Applicable as per General Condition
22.1 (Definitions)
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15.
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Business Day:
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As defined in General Condition 22.1
(Definitions)
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16.
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Determination Agent:
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Barclays Bank PLC
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17.
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Registrar:
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Not Applicable
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18.
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CREST Agent:
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Not Applicable
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19.
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Transfer Agent:
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Not Applicable
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20.
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(a) Names of Manager:
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Barclays Bank PLC
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(b) Date of underwriting
agreement:
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Not Applicable
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21.
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Relevant Benchmarks:
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Amounts payable under the Securities
may be calculated by reference to FTSE 100 INDEX which is provided
by FTSE International Limited (the "Administrator"). As at the date of
these Final Terms, the Administrator appears on the register of
administrators and benchmarks established and maintained by the
Financial Conduct Authority ("FCA") pursuant to article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part
of UK domestic law by virtue of the European (Withdrawal) Act 2018
(as amended) (as amended, the "UK
Benchmarks Regulation").
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PART B - OTHER
INFORMATION
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1.
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LISTING AND ADMISSION TO TRADING
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(a) Listing and
Admission to Trading:
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Application will be made by the
Issuer (or on its behalf) for the Securities to be listed on the
Official List and admitted to trading on the Regulated Market of
the London Stock Exchange on or around the Issue Date.
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(b) Estimate of
total expenses related to admission to trading:
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GBP 395.00
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(c) Name and address
of the entities which have a firm commitment to act as
intermediaries in secondary trading, providing liquidity through
bid and offer rates and a description of the main terms of their
commitment:
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Not Applicable
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2.
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RATINGS
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Ratings:
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The Securities have not been
individually rated.
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3.
|
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 Asset may
be obtained from Bloomberg Screen: UKX 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:
|
XS2800952736
|
|
(b)
|
Common Code:
|
280095273
|
|
(c)
|
Name(s) and address(es) of any
clearing system(s) other than Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme, and the relevant identification
number(s):
|
Not Applicable
|
|
(d)
|
Delivery:
|
Delivery free of payment
|
|
(e)
|
Intended to be held in a manner
which would allow Eurosystem eligibility:
|
No since unsecured debt instruments
issued by credit institutions established outside the European
Union are not Eurosystem eligible.
|
|
(f)
|
Green Structured
Securities:
|
No
|
|
(g)
|
Green Index Linked
Securities:
|
No
|
|
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), to the
extent known to the Issuer, of the placers in the various countries
where the offer takes place (together, the "Authorised Offeror(s)"):
|
Each financial intermediary
specified in (i) and (ii) below:
(i) Specific consent: Meteor Asset
Management (the "Initial
Authorised Offeror(s)") and each financial intermediary
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 use of the
Base Prospectus is authorised by the Authorised Offeror(s) (the
"Offer Period"):
|
From (and including) 28 June 2024 to
(and including) 14 August 2024.
|
|
(d)
|
Other conditions for use of the Base
Prospectus by the Authorised Offeror(s):
|
Not Applicable
|
|
8.2
|
Other terms and conditions of the offer
|
|
(a)
|
Offer Price:
|
100.00% of the Issue
Price
|
|
(b)
|
Total amount of offer:
|
GBP 4,000,000.00
|
|
(c)
|
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.
|
|
(d)
|
Time period, including any possible
amendments, during which the offer will be open and description of
the application process:
|
From (and including) 28 June 2024 to
(and including) 14 August 2024.
|
|
(e)
|
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 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 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.
|
|
(g)
|
Description of possibility to reduce
subscriptions and manner for refunding excess amount paid by
applicants:
|
Not Applicable
|
|
(h)
|
Details of 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.
|
|
(i)
|
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.
|
|
(j)
|
Procedure for exercise of any right
of pre-emption, negotiability of subscription rights and treatment
of subscription rights not exercised:
|
Not Applicable
|
|
(k)
|
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.
|
|
(l)
|
Amount of any expenses and taxes
specifically charged to the subscriber or purchaser:
|
Prior to making any investment
decision, investors should seek independent professional advice as
they deem necessary.
|
|
(m)
|
Name(s) and address(es), to the
extent known to the Issuer, of the placers in the various countries
where the offer takes place:
|
Meteor Asset Management 24/25 The
Shard, 32 London Bridge Street, London, SE1 9SG
|
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 4,000,000.00 Securities due 21 August 2029
pursuant to the Global Structured Securities Programme (ISIN:
XS2800952736) (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 with its address at 24/25 The Shard, 32
London Bridge Street, London, SE1 9SG (telephone number: 020 7904
1010) and its LEI is 2138008UN4KBVG2LGA27.
|
|
Competent
authority: The Base Prospectus was
approved on 12 April 2024 by the United Kingdom Financial Conduct
Authority of 12 Endeavour Square, London, E20 1JN, United Kingdom
(telephone number: +44 (0)20 7066 1000).
|
|
KEY INFORMATION ON THE
ISSUER
|
|
Who is the Issuer of the
Securities?
|
|
Domicile and legal form of
the Issuer: Barclays Bank PLC (the
"Issuer") is a public
limited company registered in England and Wales under number
1026167. The liability of the members of the Issuer is limited. It
has its registered and head office at 1 Churchill Place, London,
E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The
Legal Entity Identifier (LEI) of the Issuer is
G5GSEF7VJP5I7OUK5573.
|
|
Principal activities of the
Issuer: The Group's businesses
include consumer banking and payments operations around the world,
as well as a global corporate and investment bank. The Group
comprises of Barclays PLC together with its subsidiaries, including
the Issuer. The Issuer's principal activity is to offer products
and services designed for larger corporate, wholesale and
international banking clients.
The term the "Group" mean Barclays PLC together with
its subsidiaries and the term "Barclays Bank Group" means Barclays
Bank PLC together with its subsidiaries.
|
|
Major shareholders of the
Issuer: The whole of the issued
ordinary share capital of the Issuer is beneficially owned by
Barclays PLC. Barclays PLC is the ultimate holding company of the
Group.
|
|
Identity of the key managing
directors of the Issuer: The key
managing directors of the Issuer are C. S. Venkatakrishnan (Chief
Executive and Executive Director) and Anna Cross (Executive
Director).
|
|
Identity of the statutory
auditors of the Issuer: The
statutory auditors of the Issuer are KPMG LLP ("KPMG"), chartered accountants and
registered auditors (a member of the Institute of Chartered
Accountants in England and Wales), of 15 Canada Square, London E14
5GL, United Kingdom.
|
|
What is the key financial
information regarding the Issuer?
|
|
The Issuer has derived the selected
consolidated financial information included in the table below for
the years ended 31 December 2023 and 31 December 2022 from the
annual consolidated financial statements of the Issuer for the
years ended 31 December 2023 and 2022 (the "Financial Statements"),
which have each been audited with an unmodified opinion provided by
KPMG. The selected financial information included in the table
below for the six months ended 30 June 2024 and 30 June 2023 was
derived from the unaudited condensed consolidated interim financial
statements of the Issuer in respect of the six months ended 30 June
2024 (the "Interim Results Announcement"). Certain of the
comparative financial metrics included in the table below for the
six months ended 30 June 2023 were restated in the Interim Results
Announcement.
|
|
Consolidated Income
Statement
|
|
As at 30 June
(unaudited)
|
|
|
|
|
|
|
|
|
|
(£m)
|
(£m)
|
|
Net interest
income...............................................................................................
|
3,115
|
3,120
|
6,653
|
5,398
|
|
Net fee and commission
income..........................................................................
|
3,248
|
2,806
|
5,461
|
5,426
|
|
Credit impairment charges
/(releases).................................................................
|
(831)
|
(688)
|
(1,578)
|
(933)
|
|
Net trading
income................................................................................................
|
3,302
|
3,853
|
5,980
|
7,624
|
|
Profit before
tax.....................................................................................................
|
2,677
|
3,132
|
4,223
|
4,867
|
|
Profit after
tax.......................................................................................................
|
2,157
|
2,607
|
3,561
|
4,382
|
|
|
Consolidated Balance
Sheet
|
|
As at 30 June
(unaudited)
|
|
|
|
|
|
|
|
|
(£m)
|
(£m)
|
|
Total
assets..........................................................................................................
|
1,283,964
|
1,185,166
|
1,203,537
|
|
Debt securities in
issue........................................................................................
|
43,078
|
45,653
|
60,012
|
|
Subordinated
liabilities........................................................................................
|
37,849
|
35,903
|
38,253
|
|
Loans and advances at amortised cost
..............................................................
|
190,572
|
185,247
|
182,507
|
|
Deposits at amortised cost
.................................................................................
|
324,012
|
301,798
|
291,579
|
|
Total
equity..........................................................................................................
|
59,110
|
60,504
|
58,953
|
|
|
Certain Ratios from the
Financial Statements
|
|
As at 30 June
(unaudited)
|
|
|
|
|
|
|
|
|
(%)
|
(%)
|
|
Common
Equity Tier 1 capital1,2
|
11.7
|
12.1
|
12.7
|
|
Total
regulatory capital
|
18.6
|
19.2
|
20.8
|
|
UK
leverage ratio (sub-consolidated)3
|
5.6
|
6.0
|
|
|
1 Barclays Bank PLC's capital and RWAs are regulated by the
Prudential Regulation Authority (PRA) on a solo-consolidated basis.
The disclosure above provides a capital metric for Barclays Bank
PLC solo-consolidated.
2The CET1 ratio is calculated applying the IFRS 9 transitional
arrangements under Regulation (EU) No 575/2013 (the Capital
Requirements Regulation), as amended, as it forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended (UK
CRR).
3 Leverage minimum requirements for Barclays Bank PLC are set at
sub-consolidated level and as a result, the leverage disclosure
above is for Barclays Bank PLC sub-consolidated.
|
|
|
What are the key risks that
are specific to the Issuer?
|
|
The Barclays Bank Group has
identified a broad range of risks to which its businesses are
exposed. Material risks are those to which senior management pay
particular attention and which could cause the delivery of the
Barclays Bank Group's strategy, results of operations, financial
condition and/or prospects to differ materially from expectations.
Emerging risks are those which have unknown components, the impact
of which could crystallise over a longer time period. In addition,
certain other factors beyond the Barclays Bank Group's control,
including escalation of global conflicts, acts of terrorism,
natural disasters, 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 interest rate changes on the Barclays Bank Group's
profitability; (iii) the competitive environments of the banking
and financial services industry; (iv) the regulatory change agenda
and impact on business model; (v) the impact of benchmark interest
rate reforms on the Barclays Bank Group; and (vi) change delivery
and execution risks.
·
Climate
risk: Climate risk is the impact on
financial (credit, market, treasury and capital) and operational
risks arising from climate change through physical risks and risks
associated with transitioning to a lower carbon economy.
·
Credit and Market
risks: Credit risk is the risk of
loss to the Barclays Bank Group from the failure of clients,
customers or counterparties, to fully honour their obligations to
members of the Barclays Bank Group. The Barclays Bank Group is
subject to risks arising from changes in credit quality and
recovery rates for loans and advances due from borrowers and
counterparties. Market risk is the risk of loss arising from
potential adverse changes in the value of the Barclays Bank Group's
assets and liabilities from fluctuation in market
variables.
·
Treasury and
capital risk and the risk that the Issuer and the Barclays Bank
Group are subject to substantial resolution powers:
There are three primary types of treasury and
capital risk faced by the Barclays Bank Group which are (1) capital
risk - the risk that the Barclays Bank Group has an insufficient
level or composition of capital to support its normal business
activities and to meet its regulatory capital requirements under
normal operating environments and stressed conditions; (2)
liquidity risk - the risk that the Barclays Bank Group is unable to
meet its contractual or contingent obligations or that it does not
have the appropriate amount of stable funding and liquidity to
support its assets, which may also be impacted by credit rating
changes; and (3) interest rate risk in the banking book - the risk
that the Barclays Bank Group is exposed to capital or income
volatility because of a mismatch between the interest rate
exposures of its (non-traded) assets and liabilities. Under the
Banking Act 2009, substantial powers are granted to the Bank of
England (or, in certain circumstances, HM Treasury), in
consultation with the United Kingdom Prudential Regulation
Authority, the UK Financial Conduct Authority and HM Treasury, as
appropriate as part of a special resolution regime. These powers
enable the Bank of England (or any successor or replacement thereto
and/or such other authority in the United Kingdom with the ability
to exercise the UK Bail-in Power) (the "Resolution Authority") to
implement various resolution measures and stabilisation options
(including, but not limited to, the bail-in tool) with respect to a
UK bank or investment firm and certain of its affiliates (as at the
date of the Registration Document, including the Issuer) in
circumstances in which the Resolution Authority is satisfied that
the relevant resolution conditions are met.
·
Operational and
model risks: Operational risk is the
risk of loss to the Barclays Bank Group from inadequate or failed
processes or systems, human factors or due to external events where
the root cause is not due to credit or market risks. Model risk is
the potential for adverse consequences from decisions based on
incorrect or misused model outputs and reports.
·
Compliance,
reputation and legal risks and legal, competition and regulatory
matters: Compliance risk is the risk
of poor outcomes for, or harm to, customers, clients and markets,
arising from the delivery of the Barclays Bank Group's products and
services (conduct risk) and the risk to Barclays, its clients,
customers or markets from a failure to comply with the Laws, Rules
and Regulations applicable to the firm. Reputation risk is the risk
that an action, transaction, investment, event, decision or
business relationship will reduce trust in the Barclays Bank
Group's integrity and/or competence. The Barclays Bank Group
conducts activities in a highly regulated global market which
exposes it and its employees to legal risk arising from (i) the
multitude of laws, rules and regulations that apply to the
businesses it operates, which are highly dynamic, may vary between
jurisdictions and/or conflict, and may be unclear in their
application to particular circumstances especially in new and
emerging areas; and (ii) the diversified and evolving nature of the
Barclays Bank Group's businesses and business practices. In each
case, this exposes the Barclays Bank Group and its employees to the
risk of loss or the imposition of penalties, damages or fines from
the failure of members of the Barclays Bank Group to meet
applicable laws, rules, regulations or contractual requirements or
to assert or defend their intellectual property rights. Legal risk
may arise in relation to any number of the material existing and
emerging risks summarised above.
|
|
KEY INFORMATION ON THE
SECURITIES
|
|
What are the main features of
the Securities?
|
|
Type and class of Securities
being 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: NX00406207; Tranche
number: 1; ISIN: XS2800952736; Common Code: 280095273.
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 4,000,000.00 and the issue price is 100.00% of par.
The issue date is 21 August 2024 and
the redemption date is 21 August 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: PEISC716), the "Underlying Preference Share", the value
of which is dependent on the performance of the Underlying
Preference Share Reference Asset. Information on the Underlying
Preference Share can be found on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear
interest.
|
|
Final redemption in respect
of the Securities
Unless previously redeemed or
purchased and cancelled, the Securities will be redeemed by the
Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation
Amount multiplied by (ii) the Preference Share
Valuefinal divided by the Preference Share
Valueinitial.
Where:
·
Calculation
Amount: Calculations in respect of
amounts payable under the Securities are made by reference to the
"Calculation Amount", being
GBP 1.00 per Security.
·
Preference Share
Valuefinal: the value of
the Underlying Preference Share on 14 August 2029, being the
"Final Valuation Date". The
Final Valuation Date is subject to adjustment.
·
Preference Share
Valueinitial: the
Underlying Preference Share on 21 August 2024, being the
"Initial Valuation Date".
The Initial Valuation Date is subject to adjustment
Value of the Underlying Preference
Share
The value of the Underlying
Preference Share will be calculated in accordance with the
following:
If:
The Final Valuation Price of the
Underlying Preference Share Reference Asset is greater than or
equal to the Final Barrier of the Underlying Preference Share
Reference Asset:
Value of the Underlying Preference Share = the Final Autocall
Settlement Percentage (being 135.250%) multiplied by the
Calculation Amount (being GBP 100.00).
If:
The Final Valuation Price of the
Underlying Preference Share Reference Asset is greater than or
equal to the Knock-in Barrier Price of the Underlying Preference
Share Reference Asset:
Value of the Underlying Preference Share = 100% multiplied by
the Calculation Amount.
If:
The Final Valuation Price of the
Underlying Preference Share Reference Asset is less than the
Knock-in Barrier Price of the Underlying Preference Share Reference
Asset:
Value of the Underlying Preference Share = the Final Valuation
Price of the Underlying Preference Share Reference Asset divided by
the Strike Price of the 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: 135.250%
·
Final
Barrier: in respect of an Underlying
Preference Share Reference Asset and the final valuation date, an
amount which is calculated as 85.000% multiplied by the Initial
Price of that Underlying Preference Share Reference
Asset.
·
Final Valuation
Price: in respect of an Underlying
Preference Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on 14 August 2029,
subject to adjustment.
·
Initial
Price: in respect of an Underlying
Preference Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on, subject to
adjustment.
·
Knock-in Barrier
Percentage: 65.000%.
·
Knock-in Barrier
Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is calculated as
65.000% multiplied by the Initial Price of that Underlying
Preference Share Reference Asset.
·
Strike
Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is calculated as
100.000% multiplied by the Initial Price of that Underlying
Preference Share Reference Asset.
·
Trigger
Event: the closing price or
level of the Underlying Preference Share Reference Asset on the
Final Valuation Date is less than the Knock-in Barrier
Price.
·
Underlying
Preference Share Reference Asset: FTSE 100 INDEX.
Early redemption of the Underlying
Preference Shares following an autocall event:
If the closing level of the
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 the
Underlying Preference Share Reference Asset is calculated as the
Autocall Barrier Percentage specified in the table below multiplied
by the Initial Price of the Underlying Preference Share Reference
Asset.
|
i
|
Autocall Valuation
Date(s)
|
Autocall Early Redemption
Date
|
Autocall Barrier
Percentage(s)
|
Autocall Early Cash
Settlement Percentage(s)
|
|
1
|
14 August
2026
|
24 August
2026
|
105.000%
|
114.10000%
|
|
2
|
16
November 2026
|
24
November 2026
|
105.000%
|
115.8625%
|
|
3
|
15
February 2027
|
23
February 2027
|
105.000%
|
117.6250%
|
|
4
|
14 May
2027
|
24 May
2027
|
105.000%
|
119.3875%
|
|
5
|
16 August
2027
|
24 August
2027
|
100.000%
|
121.1500%
|
|
6
|
15
November 2027
|
23
November 2027
|
100.000%
|
122.9125%
|
|
7
|
14
February 2028
|
22
February 2028
|
100.000%
|
124.6750%
|
|
8
|
15 May
2028
|
23 May
2028
|
100.000%
|
126.4375%
|
|
9
|
14 August
2028
|
22 August
2028
|
95.000%
|
128.20000%
|
|
10
|
14
November 2028
|
22
November 2028
|
95.000%
|
129.9625%
|
|
11
|
14
February 2029
|
22
February 2029
|
95.000%
|
131.7250%
|
|
12
|
14 May
2029
|
22 May
2029
|
95.000%
|
133.4875%
|
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.
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|
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.
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|
Where will the Securities be
traded?
|
|
Application is expected to be made
by the Issuer (or on its behalf) for the Securities to be admitted
to trading on the Regulated Market of the London Stock Exchange
with effect from 21 August 2024.
|
|
What are the key risks that
are specific to the Securities?
|
|
The Securities are subject to the
following key risks:
·
Depending on the
performance of the Underlying Preference Share, you could lose some
or all of your investment. The return on the Securities depends on
the change in value of the Underlying Preference Share, which may
fluctuate up or down depending on the performance of the Underlying
Preference Share Reference Asset(s). Past performance of the
Underlying Preference Share Reference Asset(s) should not be taken
as an indication of future performance. If the value of the
Underlying Preference Share on final valuation is less than upon
initial valuation, you will lose some or all of your investment.
The Securities may drop in value after issuance and therefore if
you sell them prior to maturity in the secondary market (if any)
you may lose some of your investment.
·
You are subject
to the credit risk of the Issuer. As
the Securities do not constitute a deposit and are not insured or
guaranteed by any government or agency or under the UK Government
credit guarantee scheme, all payments to be made by the Issuer
under the Securities are subject to its financial position and its
ability to meet its obligations. The Securities constitute
unsubordinated and unsecured obligations of the Issuer and rank
pari passu with each and all other current and future
unsubordinated and unsecured obligations of the Issuer. Further,
under the Banking Act 2009, if the relevant UK resolution authority
is satisfied that the Issuer is failing or likely to fail then,
subject to certain other conditions being satisfied, the Issuer may
be subject to action taken by the resolution authority, including
potentially the write down of claims of unsecured creditors of the
Issuer (potentially including claims of investors in the
Securities) and the conversion of unsecured debt claims
(potentially including the Securities) to other instruments (e.g.
equity shares), the transfer of all or part of the Issuer's
business to another entity, or other resolution measures. The
insolvency of the Issuer and/or any action taken by the resolution
authority may lead to a partial or total loss of the invested
capital.
·
Taxation
risks: The levels and basis of
taxation on the Securities and any reliefs for such taxation will
depend on your individual circumstances and could change at any
time over the life of the Securities. This could have adverse
consequences for you and you should therefore consult your own tax
advisers as to the tax consequences to you of transactions
involving the Securities.
·
Risks relating to
the Underlying Preference Share Reference
Asset(s):
As an Underlying Preference Share
Reference Asset is an equity index 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
is less than the 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'.
·
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.
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|
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) 28 June 2024 to (and including) 14 August 2024 (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.
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|
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.
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|
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 1.15%. 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.
