Publication of Final Terms
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 3,875,000 Securities due August 2029 pursuant to the Global Structured Securities Programme UK Base Prospectus dated 12 April 2024 (the "Base Prospectus")
Series: NX00403797 | ISIN: XS2791640324
under the Global Structured Securities Programme
This notice relates to the original final terms for ISIN XS2791640324 dated 14 June 2024 (the "Original Final Terms"), which are being replaced by the amended and restated final terms dated 6 August 2024 (the "Amended and Restated Final Terms").
The following elements in the Original Final Terms and accompanying summary have been amended in the Amended and Restated Final Terms to reflect the 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:
1. 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")."
2. 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, private bank and wealth management, wholesale and international banking clients."
3. 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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Consolidated Balance Sheet
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Certain Ratios from the Financial Statements
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4. In the summary to the Amended and Restated Final Terms under the section titled "What are the key risks that are specific to the Issuer?" The first paregraph shall be deleted in its entirety and replaced with the following:
"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, and similar events, although not detailed below, could have a similar impact on the Barclays Bank Group"
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 6 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 3,875,000 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 6 August 2024
(replacing the Final Terms dated 14 June 2024)
PART A - CONTRACTUAL TERMS
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1. |
(a) Series number: |
NX00403797 |
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(b) Tranche number: |
1 |
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2. |
Currency: |
Pound Sterling ("GBP") |
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3. |
Securities: |
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(a) Aggregate Nominal Amount as at the Issue Date: |
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(i) Tranche: |
GBP 3,875,000 |
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(ii) Series: |
GBP 3,875,000 |
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(b) Specified Denomination: |
GBP 1.00 |
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(c) Minimum Tradable Amount: |
GBP 1.00. |
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(d) Calculation Amount: |
GBP 1.00 |
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4. |
Issue Price: |
100% of par The Issue Price includes a fee which will be no more than 1.05% 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. |
Issue Date: |
6 August 2024 |
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6. |
Scheduled Redemption Date: |
6 August 2029 |
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7. |
Preference Share linked Securities: |
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(a) Underlying Preference Share(s) and Underlying Preference Share Reference Asset(s): |
Underlying Preference Share: 1 Preference Share linked to FTSE 100 INDEX and S&P 500 Index (the "Underlying Preference Share Reference Assets") issued by Teal Investments Limited (Class number: PEISC703) |
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(b) Final Valuation Date: |
30 July 2029, subject as specified in General Condition 5.3 (Relevant defined terms) |
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(c) Valuation Time: |
As specified in General Condition 5.3 (Relevant defined terms) |
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8. |
Additional Disruption Event: |
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(a) Change in Law: |
Applicable as per General Condition 22.1 (Definitions) |
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(b) Currency Disruption Event: |
Applicable as per General Condition 22.1 (Definitions) |
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(c) Extraordinary Market Disruption: |
Applicable as per General Condition 22.1 (Definitions) |
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(d) Optional Additional Adjustment Event(s): |
Applicable as per General Condition 22.1 (Definitions) |
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(i) Insolvency Filing: |
Applicable |
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(ii) Insolvency: |
Applicable |
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(iii) Preference Share Adjustment Event: |
Applicable |
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9. |
Form of Securities: |
Global Bearer Securities: Permanent Global Security TEFRA: Not Applicable NGN Form: Not Applicable Held under the NSS: Not Applicable CGN Form: Applicable CDIs: Not Applicable |
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Trade Date: |
11 June 2024 |
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11. |
871(m) Securities |
The Issuer has determined that the Securities (without regard to any other transactions) should not be subject to U.S. withholding tax under Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. |
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12. |
(i) Prohibition of Sales to UK Retail Investors: |
Not Applicable |
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(ii) Prohibition of Sales to EEA Retail Investors: |
Applicable - see the cover page of these Final Terms |
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(iii) Prohibition of Sales to Swiss Retail Investors: |
Applicable - see the cover page of these Final Terms |
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Early Cash Settlement Date: |
As specified in General Condition 22.1 (Definitions) For the purposes of a Preference Share Termination Event pursuant to General Condition 6 which includes, but is not limited to, the occurrence of an autocall event in respect of the Underlying Preference Share, the Securities will be redeemed on the applicable Early Cash Settlement Date. The Early Cash Settlement Date(s) corresponding to the relevant Early Cash Settlement Valuation Date(s) are set out in the table below:
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14. |
Early Redemption Notice Period Number: |
Applicable as per General Condition 22.1 (Definitions) |
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15. |
Business Day: |
As defined in General Condition 22.1 (Definitions) |
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16. |
Determination Agent: |
Barclays Bank PLC |
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Registrar: |
Not Applicable |
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18. |
CREST Agent: |
Not Applicable |
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Transfer Agent: |
Not Applicable |
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20. |
(a) Names of Manager: |
Barclays Bank PLC |
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(b) Date of underwriting agreement: |
Not Applicable |
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21. |
Relevant Benchmarks: |
Amounts payable under the Securities may be calculated by reference to FTSE 100 INDEX which is provided by FTSE International Limited (the "Administrator"). As at the date of these Final Terms, the Administrator appears on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation"). Amounts payable under the Securities may be calculated by reference to S&P 500 Index which is provided by S&P Dow Jones Indices LLC (the "Administrator"). As at the date of these Final Terms, the Administrator does not appear on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation"). As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that S&P Dow Jones Indices LLC is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).
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PART B - OTHER INFORMATION
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1. |
LISTING AND ADMISSION TO TRADING |
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(a) Listing and Admission to Trading: |
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: |
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: |
Not Applicable |
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2. |
RATINGS |
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Ratings: |
The Securities have not been individually rated. |
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3. |
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER |
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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. |
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4. |
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES |
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(a) |
Reasons for the offer: |
Making profit and/or hedging purposes |
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(b) |
Use of Proceeds: |
Not Applicable |
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(c) |
Estimated net proceeds: |
Not Applicable |
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(d) |
Estimated total expenses: |
Not Applicable |
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5.
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PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND OTHER INFORMATION CONCERNING THE UNDERLYING PREFERENCE SHARE The value of the Securities will depend upon the performance of the Underlying Preference Share. The Preference Share Value in respect of each Underlying Preference Share will be published on each Business Day at https://barxis.barcap.com/GB/1/en/home.app. Details of the past performance and volatility of the Underlying Preference Share Reference Assets may be obtained from Bloomberg Screen: UKX in respect of FTSE 100 INDEX and SPX in respect of S&P 500 Index. See also the Annex - "ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING" |
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6. |
POST ISSUANCE INFORMATION |
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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. |
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7. |
OPERATIONAL INFORMATION |
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(a) |
ISIN Code: |
XS2791640324 |
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(b) |
Common Code: |
279164032 |
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(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 |
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(d) |
Delivery: |
Delivery free of payment |
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(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. |
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(f) |
Green Structured Securities: |
No |
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(g) |
Green Index Linked Securities: |
No |
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8. |
TERMS AND CONDITIONS OF THE OFFER |
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8.1 |
Authorised Offer(s) |
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(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. |
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(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 |
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(ii) General consent: Not Applicable |
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(c) |
Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s) (the "Offer Period"): |
From (and including) 14 June 2024 to (and including) 30 July 2024. |
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(d) |
Other conditions for use of the Base Prospectus by the Authorised Offeror(s): |
Not Applicable |
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8.2 |
Other terms and conditions of the offer |
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(a) |
Offer Price: |
100.00% of the Issue Price |
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(b) |
Total amount of offer: |
GBP 3,875,000.00 |
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(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. |
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(d) |
Time period, including any possible amendments, during which the offer will be open and description of the application process: |
From (and including) 14 June 2024 to (and including) 30 July 2024. |
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(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. |
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(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. |
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(g) |
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
Not Applicable |
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(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. |
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(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. |
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(j) |
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: |
Not Applicable |
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(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. |
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(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. |
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(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
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INTRODUCTION AND WARNINGS |
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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. |
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Securities: GBP 3,875,000.00 Securities due 6 August 2029 pursuant to the Global Structured Securities Programme (ISIN: XS2791640324) (the "Securities"). |
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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. |
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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. |
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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). |
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KEY INFORMATION ON THE ISSUER |
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Who is the Issuer of the Securities? |
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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. |
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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.[1] 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, private bank and wealth management, 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. |
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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. |
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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). |
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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. |
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What is the key financial information regarding the Issuer?[2] |
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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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Consolidated Balance Sheet
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Certain Ratios from the Financial Statements
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What are the key risks that are specific to the Issuer? |
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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, 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. |
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KEY INFORMATION ON THE SECURITIES |
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What are the main features of the Securities? |
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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: NX00403797; Tranche number: 1; ISIN: XS2791640324; Common Code: 279164032. The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or Clearstream Banking société anonyme. |
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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 3,875,000.00 and the issue price is 100.00% of par. The issue date is 6 August 2024 and the redemption date is 6 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. |
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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: PEISC703), the "Underlying Preference Share", the value of which is dependent on the performance of each Underlying Preference Share Reference Asset. Information on the Underlying Preference Share can be found on https://barxis.barcap.com/GB/1/en/home.app. The Securities will not bear interest. |
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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 30 July 2029, being the "Final Valuation Date". The Final Valuation Date is subject to adjustment. · Preference Share Valueinitial: the Underlying Preference Share on 6 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 Worst Performing Underlying Preference Share Reference Asset is greater than or equal to the Final Barrier of the Worst Performing Underlying Preference Share Reference Asset: Value of the Underlying Preference Share = the Final Autocall Settlement Percentage (being 140.000%) multiplied by the Calculation Amount (being GBP 100.00). If: a 'Trigger Event' has not occurred: Value of the Underlying Preference Share = 100% multiplied by the Calculation Amount. If: a 'Trigger Event' has occurred: Value of the Underlying Preference Share = the Final Valuation Price of the Worst Performing Underlying Preference Share Reference Asset divided by the Strike Price of the Worst Performing Underlying Preference Share Reference Asset and then multiplied by the Calculation Amount (being GBP 100.00). Where: · Calculation Amount: GBP 100.00. · Final Autocall Settlement Percentage: 140.000% · Final Barrier: in respect of the Worst Performing Underlying Preference Share Reference Asset and the final valuation date, an amount which is calculated as 70.0000% multiplied by the Initial Price of that Underlying Preference Share Reference Asset. · Final Valuation Price: in respect of each Underlying Preference Share Reference Asset, the closing price or level of such Underlying Preference Share Reference Asset on 30 July 2029, subject to adjustment. · Initial Price: in respect of each Underlying Preference Share Reference Asset, the Initial Price specified in the table below, being the closing price or level of such Underlying Preference Share Reference Asset on 30 July 2024, subject to adjustment.
· Knock-in Barrier Percentage: 65.0000%. · Knock-in Barrier Price: in respect of an Underlying Preference Share Reference Asset, an amount which is calculated as 65.0000% multiplied by the Initial Price of that Underlying Preference Share Reference Asset. · Strike Price: in respect of the Worst Performing Underlying Preference Share Reference Asset, an amount which is calculated as 100.000% multiplied by the Initial Price of that Underlying Preference Share Reference Asset. · Trigger Event: the closing price or level of any Underlying Preference Share Reference Asset on the Final Valuation Date (being the "trigger event observation date") is less than its corresponding Knock-in Barrier Price. · Underlying Preference Share Reference Asset: FTSE 100 INDEX and S&P 500 Index. · Worst Performing Underlying Preference Share Reference Asset: the Underlying Preference Share Reference Asset with the lowest performance. The 'performance' of an Underlying Preference Share Reference Asset is calculated by dividing the Final Valuation Price of such Underlying Preference Share Reference Asset by its Initial Price.
Early redemption of the Underlying Preference Shares following an autocall event: If the closing level of the Worst Performing Underlying Preference Share Reference Asset observed in respect of an Autocall Valuation Date is greater than or equal to its corresponding Autocall Barrier in respect of such Autocall Valuation Date, the Underlying Preference Shares will be redeemed on the Autocall Early Redemption Date immediately following such Autocall Valuation Date. In such an event, the value of the Underlying Preference Share will be equal to the Autocall Early Cash Settlement Percentage corresponding to the relevant Autocall Valuation Date multiplied by the Calculation Amount (being GBP 100.00), payable on the relevant Autocall Early Redemption Date. The 'Autocall Barrier' of each Underlying Preference Share Reference Asset is calculated as the Autocall Barrier Percentage specified in the table below multiplied by the Initial Price of such Underlying Preference Share Reference Asset.
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. |
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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? |
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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 6 August 2024. |
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What are the key risks that are specific to the Securities? |
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The Securities are subject to the following key risks: · Depending on the performance of the Underlying Preference Share, you could lose some or all of your investment. The return on the Securities depends on the change in value of the Underlying Preference Share, which may fluctuate up or down depending on the performance of the Underlying Preference Share Reference Asset(s). Past performance of the Underlying Preference Share Reference Asset(s) should not be taken as an indication of future performance. If the value of the Underlying Preference Share on final valuation is less than upon initial valuation, you will lose some or all of your investment. The Securities may drop in value after issuance and therefore if you sell them prior to maturity in the secondary market (if any) you may lose some of your investment. · You are subject to the credit risk of the Issuer. As the Securities do not constitute a deposit and are not insured or guaranteed by any government or agency or under the UK Government credit guarantee scheme, all payments to be made by the Issuer under the Securities are subject to its financial position and its ability to meet its obligations. The Securities constitute unsubordinated and unsecured obligations of the Issuer and rank pari passu with each and all other current and future unsubordinated and unsecured obligations of the Issuer. Further, under the Banking Act 2009, if the relevant UK resolution authority is satisfied that the Issuer is failing or likely to fail then, subject to certain other conditions being satisfied, the Issuer may be subject to action taken by the resolution authority, including potentially the write down of claims of unsecured creditors of the Issuer (potentially including claims of investors in the Securities) and the conversion of unsecured debt claims (potentially including the Securities) to other instruments (e.g. equity shares), the transfer of all or part of the Issuer's business to another entity, or other resolution measures. The insolvency of the Issuer and/or any action taken by the resolution authority may lead to a partial or total loss of the invested capital. · Taxation risks: The levels and basis of taxation on the Securities and any reliefs for such taxation will depend on your individual circumstances and could change at any time over the life of the Securities. This could have adverse consequences for you and you should therefore consult your own tax advisers as to the tax consequences to you of transactions involving the Securities. · Risks relating to the Underlying Preference Share Reference Asset(s): As the Underlying Preference Share Reference Assets are equity indices the Underlying Preference Share may be subject to the risk of fluctuations in market interest rates, currency exchange rates, equity prices, inflation, the value and volatility of the relevant equity index, and also to economic, financial, regulatory, political, terrorist, military or other events in one or more jurisdictions, including factors affecting capital markets generally. This could have an adverse effect on the value of the Underlying Preference Share which, in turn, will have an adverse effect on the value of your Securities. The value of the Underlying Preference Share depends on the level of the Underlying Preference Share Reference Asset(s) reaching or crossing a 'barrier' on a specified date. If the Underlying Preference Share Reference Asset(s) performs in such a way so that the Final Valuation Price of the Worst Performing Underlying Preference Share Reference Asset is less than its Knock-in Barrier Price on such specified date, the value of and return on the Underlying Preference Share and, in turn, the Securities may be dramatically less that if the level of the Underlying Preference Share Reference Asset(s) had reached or crossed the 'barrier'. You will be exposed to the performance of the Underlying Preference Share Reference Asset which has the worst performance, rather than the basket as a whole. Regardless of how the other Underlying Preference Share Reference Asset(s) perform, if the worst performing Underlying Preference Share Reference Asset fails to meet a relevant threshold or barrier, the value of and return on the Underlying Preference Share and, in turn, the Securities may be reduced and you could lose some or all of your investment. · Risks of a lack of secondary market or sale in such market: There may not be a secondary market for the Securities and, therefore, you may not be able to sell them prior to their scheduled maturity or only for a substantial loss. · Reinvestment risk/loss of yield: Following an early redemption of your Securities for any reason, you may be unable to reinvest the redemption proceeds at an effective yield as high as the yield on the Securities being redeemed which may have an adverse effect on your investment prospects. · Risks relating to potential adjustments to the terms of the Underlying Preference Share: You will not have any rights in respect of the Underlying Preference Share or the Underlying Preference Share Reference Asset(s). The terms of the Underlying Preference Share may be adjusted in respect of, for example, valuation of the Underlying Preference Share Reference Asset(s) which may be exercised by the issuer of the Underlying Preference Share(s) in a manner which has an adverse effect on the market value and/or amount repayable in respect of the Securities. |
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Key information on the offer of securities to the public and/or the admission to trading on a regulated market |
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Under which conditions and timetable can I invest in these Securities? |
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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) 14 June 2024 to (and including) 30 July 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? |
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See the item entitled "The Authorised Offeror(s)" above. |
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Why is the Prospectus being produced? |
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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. |
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Underwriting agreement on a firm commitment basis: The offer of the Securities is not subject to an underwriting agreement on a firm commitment basis. |
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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 1.05%. Any Authorised Offeror and its affiliates may engage or be engaged in hedging activities with respect to the Securities. |
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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.
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