Publication of Notice to the
Holders of Securities
BARCLAYS BANK
PLC
Notice to holders of GBP
2,000,000 Securities due September 2029 pursuant to the Global
Structured Securities Programme Preference Share Linked Base
Prospectus dated 12 April 2024 (the "Base
Prospectus")
Series: NX00409064| ISIN:
XS2808969427
under the Global Structured
Securities Programme
This notice relates to the original
final terms for ISIN XS2808969427 dated 15 July 2024 (the
"Original Final Terms"),
which are being replaced by the amended and restated final terms
dated 16 September 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.
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."
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:
|
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.
|
|
|
|
|
|
|
The above amendments do not affect
the Conditions of the Securities in any respect. The rest of the
Original Final Terms remains unchanged.
Capitalised terms used but not
otherwise defined herein shall have the meanings given to them in
the Amended and Restated Final Terms, as read in conjunction with
the GSSP Preference Share Linked Base Prospectus dated 12 April
2024.
A copy of the Amended and Restated
Final Terms is exhibited at the end of this Notice.
For further information, please
contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
The date of this notice is 16
September 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
2,000,000 Securities due September 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 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 16 September
2024
(replacing the
Final Terms dated
15 July
2024)
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:
(b)
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
(c)
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 20 August 2024
TEAL INVESTMENTS
LIMITED
(the
"Preference Share
Issuer")
(Incorporated in Jersey and
independent to the Issuer)
Class
PEISC753 GBP
Preference Shares linked to EURO STOXX 50®
Index, S&P 500 Index and
FTSE 100 INDEX due August 2027
(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
|
PEISC753
|
|
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:
|
20 August 2024
|
|
7.
|
Scheduled Redemption
Date:
|
24 August 2027, subject to
adjustment in accordance with the Business Day
Convention
|
Provisions relating to
redemption:
(Preference Share General Condition 6 (Final redemption))
|
8.
|
Underlying Performance
Type:
|
Worst-of
|
|
9.
|
(a) Redemption Valuation
Type:
|
Final Autocall Settlement
|
|
|
(b) Additional Amount: (Preference
Share General Condition 7 (Determination of the Additional
Amount))
|
Not Applicable
|
|
10.
|
Redemption Value Barriers and
Thresholds:
|
|
|
|
(c) Barrier:
|
European
|
|
|
(d) Trigger Event Type:
|
European (Final)
|
|
|
(e) Final Barrier
Percentage:
|
70.0000%
|
|
|
(f) Strike Price
Percentage:
|
100.000%
|
|
|
(g) Knock-in Barrier
Percentage:
|
70.0000%
|
|
|
(h) Trigger Event Observation
Date:
|
16 August 2027
|
|
|
(i) Final Autocall Settlement
Percentage:
|
127.720%
|
|
11.
|
Additional Amount Barriers and
Thresholds:
|
Not Applicable
|
Provisions relating to
automatic early redemption:
(Preference Share General Condition 5.1 (Automatic early redemption following an
Autocall Event))
|
12.
|
Autocall or Autocall
(bearish):
|
Autocall is Applicable
|
|
|
|
|
i
|
Autocall Valuation
Date(s):
|
Autocall Early Redemption
Date(s):
|
Autocall Barrier
Percentage(s):
|
Autocall Early Cash
Settlement Percentage:
|
|
1
|
14 August
2025
|
22 August
2025
|
100.000%
|
109.2400%
|
|
2
|
17
February 2026
|
25
February 2026
|
100.000%
|
113.8600%
|
|
3
|
14 August
2026
|
24 August
2026
|
100.000%
|
118.4800%
|
|
4
|
16
February 2027
|
24
February 2027
|
100.000%
|
123.1000%
|
|
|
|
(a) Autocall Valuation
Price:
|
The Valuation Price on each of the
Autocall Valuation Date(s) specified in the table above
|
|
|
(i) Averaging-out:
|
Not Applicable
|
|
|
(ii) Min Lookback-out:
|
Not Applicable
|
|
|
(iii) Max Lookback-out:
|
Not Applicable
|
|
|
(iv) Autocall Valuation Date(s):
|
Each of the dates specified as
"Autocall Valuation Date(s)" in the table above
|
|
|
(b) Autocall Early Redemption
Date:
|
Each of the dates specified as
"Autocall Early Redemption Date(s)" in the table above, subject to
adjustment in accordance with the Business Day
Convention
|
|
|
(c) Autocall Barrier
Percentage(s):
|
Each of the percentages specified as
"Autocall Barrier Percentage(s)" in the table above
|
|
|
(d) Autocall Early Cash Settlement
Percentage(s):
|
Each of the percentages specified as
"Autocall Early Cash Settlement Percentage(s)" in the table
above
|
Provisions relating to
automatic early redemption:
(Preference Share General Condition 5.2 (Automatic early redemption following an
Autocall Event (Phoenix))
|
13.
|
Autocall (Phoenix) or Autocall
(Phoenix) (bearish):
|
Not Applicable
|
|
14.
|
Issuer Early Redemption
Option:
|
Applicable
|
|
15.
|
Investor Early Redemption
Option:
|
Applicable
|
Provisions relating to
the Reference Asset(s):
|
16.
|
Reference Asset(s):
|
|
|
|
(a)
Share(s):
|
Not Applicable
|
|
|
(b)
Equity Indices:
|
Each Equity Index set out in Table 1
below in the column entitled 'Equity Index'.
|
|
|
(i)
Exchange(s):
|
Each Exchange set out in Table 1
below in the column entitled 'Exchange'.
|
|
|
(ii)
Related Exchange(s):
|
Each Related Exchange set out in
Table 1 below in the column entitled 'Related Exchange'.
|
|
|
(iii)
Bloomberg Screen:
|
Each Bloomberg Screen set out in
Table 1 below in the column entitled 'Bloomberg Screen'.
|
|
|
(iv)
Reuters Screen Page:
|
In respect of each Equity Index, Not
Applicable
|
|
|
(v)
Index Sponsor(s):
|
Each Index Sponsor set out in Table
1 below in the column entitled 'Index Sponsor'.
|
|
|
(vi)
Valuation Time:
|
As specified in Preference Share
General Condition 31 (Definitions
and interpretation).
|
|
|
|
|
Table 1
|
|
|
|
|
|
|
|
i
|
Equity
Index
|
Initial
Price
|
Exchange
|
Related
Exchange
|
Bloomberg
Screen
|
Index
Sponsor
|
|
1
|
EURO
STOXX 50® Index
|
4,727.60
Relevant Price: Closing Price
|
Multi-exchange
|
All
Exchanges
|
SX5E
|
STOXX
Limited
|
|
2
|
S&P
500 Index
|
5,455.21
Relevant Price: Closing Price
|
Multi-exchange
|
All
Exchanges
|
SPX
|
S&P
Dow Jones Indices LLC
|
|
3
|
FTSE 100
INDEX
|
8,281.05
Relevant Price: Closing Price
|
London
Stock Exchange
|
All
Exchanges
|
UKX
|
FTSE
International Limited
|
|
|
|
|
17.
|
Initial Price:
|
In respect of each Reference Asset,
the Relevant Price on the Initial Valuation Date, as set out in the
table above in the column entitled 'Initial Price'.
|
|
|
(a)
Averaging-in:
|
Not Applicable
|
|
|
(b)
Min Lookback-in:
|
Not Applicable
|
|
|
(c)
Max Lookback-in:
|
Not Applicable
|
|
|
(d)
Initial Valuation Date:
|
14 August 2024
Initial Valuation Date: Individual
Pricing
|
|
18.
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Final Valuation Price:
|
The Valuation Price on the Final
Valuation Date
|
|
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(a)
Averaging-out:
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Not Applicable
|
|
|
(b)
Min Lookback-out:
|
Not Applicable
|
|
|
(c)
Max Lookback-out:
|
Not Applicable
|
|
|
(d)
Final Valuation Date:
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16 August 2027
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Provisions relating to
disruption events and taxes and expenses:
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19.
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Consequences of a Disrupted Day (in
respect of an Averaging Date, Lookback Date or Trigger Event
Observation Date): (Preference Share General Condition 11.2
(Averaging Dates, Lookback Dates
and Trigger Event Observation Dates))
|
Not Applicable
|
|
20.
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FX Disruption Event: (Preference
Share General Condition 15 (FX
Disruption Event))
|
Not Applicable
|
|
21.
|
Local Jurisdiction Taxes and
Expenses: (Preference Share General Condition 16 (Local Jurisdiction Taxes and
Expenses))
|
Not Applicable
|
|
22.
|
Additional Disruption Events:
(Preference Share General Condition 14 (Adjustment or early redemption following an
Additional Disruption Event))
|
|
|
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(d)
Change in Law:
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Applicable as per Preference Share
General Condition 31 (Definitions
and interpretation)
|
|
|
(e)
Currency Disruption Event:
|
Applicable as per Preference Share
General Condition 31 (Definitions
and interpretation)
|
|
|
(f)
Hedging Disruption:
|
Applicable as per Preference Share
General Condition 31 (Definitions
and interpretation)
|
|
|
(g)
Extraordinary Market Disruption:
|
Applicable as per Preference Share
General Condition 31 (Definitions
and interpretation)
|
|
|
(h)
Increased Cost of Hedging:
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
|
(i)
Affected Jurisdiction Hedging Disruption:
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
|
(j)
Affected Jurisdiction Increased Cost of Hedging:
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
|
(k)
Increased Cost of Stock Borrow:
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
|
(i)
Loss of Stock Borrow:
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
|
(j)
Foreign Ownership Event
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
|
(k)
Fund Disruption Event:
|
Not Applicable as per Preference
Share General Condition 31 (Definitions and
interpretation)
|
|
23.
|
Early Cash Settlement
Amount:
|
Market Value
|
|
24.
|
Unwind Costs:
|
Applicable
|
|
25.
|
Market Disruption of connected
Futures Contracts:
|
Not Applicable
|
General
Provisions:
|
26.
|
Form of Preference
Shares:
|
Uncertificated registered
securities
|
|
27.
|
Trade Date:
|
14 August 2024
|
|
28.
|
Early Redemption Notice Period
Number:
|
As specified in Preference Share
General Condition 31 (Definitions
and interpretation)
|
|
29.
|
Business Day:
|
As defined in Preference Share
General Condition 31 (Definitions
and interpretation)
|
|
30.
|
Business Day Convention:
|
Following
|
|
31.
|
Determination Agent:
|
Barclays Bank PLC
|
|
32.
|
Registrar:
|
Maples Fiduciary Services (Jersey)
Limited
|
|
33.
|
Relevant Benchmark:
|
Amounts payable under the Preference
Share may be calculated by reference to EURO STOXX 50®
Index which is provided by STOXX Limited (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 STOXX Limited is not currently required to obtain
authorisation or registration (or, if located outside the United
Kingdom, recognition, endorsement or equivalence).
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).
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").
|
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: SX5E in respect of
EURO STOXX 50®
Index.
Bloomberg screen: SPX in respect of S&P 500
Index.
Bloomberg screen: UKX in respect of FTSE 100
INDEX.
Index Disclaimer: See Annex hereto
|
ANNEX - INDEX DISCLAIMERS
EUROSTOXX 50
Index (the "Index")
The Index is the intellectual property
(including registered trademarks) of STOXX Limited, Zurich,
Switzerland ("STOXX"),
Deutsche Börse Group or their licensors, which is used under
license. The Securities are neither sponsored nor promoted,
distributed or in any other manner supported by STOXX, Deutsche
Börse Group or their licensors, research partners or data providers
and STOXX, Deutsche Börse Group and their licensors, research
partners or data providers do not give any warranty, and exclude
any liability (whether in negligence or otherwise) with respect
thereto generally or specifically in relation to any errors,
omissions or interruptions in the Index or its data.
S&P 500
Index (the "Index")
The Index is a product of S&P Dow Jones
Indices LLC or its affiliates ("SPDJI"), and has been licensed for use
by the Issuer. Standard & Poor's®, S&P® and S&P 500®
are registered trademarks of Standard & Poor's Financial
Services LLC ("S&P");
Dow Jones® is a registered trademark of Dow Jones Trademark
Holdings LLC ("Dow Jones");
and these trademarks have been licensed for use by SPDJI and
sublicensed for certain purposes by the Issuer. It is not possible
to invest directly in an index. The Securities are not sponsored,
endorsed, sold or promoted by SPDJI, Dow Jones, S&P, any of
their respective affiliates (collectively, "S&P Dow Jones Indices"). S&P
Dow Jones Indices does not make any representation or warranty,
express or implied, to the owners of the Securities or any member
of the public regarding the advisability of investing in securities
generally or in the Securities particularly or the ability of the
Index to track general market performance. Past performance of an
index is not an indication or guarantee of future results. S&P
Dow Jones Indices' only relationship to the Issuer with respect to
the Index is the licensing of the Index and certain trademarks,
service marks and/or trade names of S&P Dow Jones Indices
and/or its licensors. The Index is determined, composed and
calculated by S&P Dow Jones Indices without regard to the
Issuer or the Securities. S&P Dow Jones Indices has no
obligation to take the needs of the Issuer or the owners of the
Securities into consideration in determining, composing or
calculating the Index. S&P Dow Jones Indices is not responsible
for and has not participated in the determination of the prices,
and amount of the Securities or the timing of the issuance or sale
of the Securities or in the determination or calculation of the
equation by which the Securities is to be converted into cash,
surrendered or redeemed, as the case may be. S&P Dow Jones
Indices has no obligation or liability in connection with the
administration, marketing or trading of the Securities. There is no
assurance that investment products based on the Index will
accurately track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC is not an investment or tax
advisor. A tax advisor should be consulted to evaluate the impact
of any tax-exempt securities on portfolios and the tax consequences
of making any particular investment decision. Inclusion of a
security within an index is not a recommendation by S&P Dow
Jones Indices to buy, sell, or hold such security, nor is it
considered to be investment advice.
NEITHER S&P DOW JONES INDICES NOR THIRD
PARTY LICENSOR GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR
THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY
COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY
DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN.
S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE
OBTAINED BY THE ISSUER, OWNERS OF THE SECURITIES, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY
DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST
TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR
OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE ISSUER,
OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
FTSE 100 (the
"Index")
The Securities (the "Barclays product(s)") has/have been
developed solely by Barclays. The Barclays product(s) is/are not in
any way connected to or sponsored, endorsed, sold or promoted by
the London Stock Exchange Group plc and its group undertakings
(collectively, the "LSE Group"). FTSE Russell is a trading name of
certain of the LSE Group companies.
All rights in the "FTSE 100" (the "Index") vest
in the relevant LSE Group company which owns the Index. "FTSE®"
is/are a trade mark(s) of the relevant LSE Group company and is/are
used by any other LSE Group company under license.
The Index is calculated by or on behalf of FTSE
International Limited or its affiliate, agent or partner. The LSE
Group does not accept any liability whatsoever to any person
arising out of (a) the use of, reliance on or any error in the
Index or (b) investment in or operation of the Barclays Product(s).
The LSE Group makes no claim, prediction, warranty or
representation either as to the results to be obtained from the
Barclays Product(s) or the suitability of the Index for the purpose
to which it is being put by Barclays.
