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Barclays PLC Capital/Financing Update 2014

Feb 3, 2014

5250_rns_2014-02-03_82d6380a-8a6e-49d1-884a-79af913228af.pdf

Capital/Financing Update

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BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 2,000,000 Warrant Linked Securities due February 2018 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities") Issue Price: 100 per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms are supplemental to and should be read in conjunction with the GSSP Base Prospectus 5 dated 10 June 2013, as supplemented on 10 October 2013 and 23 December 2013, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to these Final Terms.

available The Base Prospectus is for viewing at http://www.barclays.com/InvestorRelations/DebtInvestors and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the Base Prospectus and not defined in this document shall bear the same meanings when used herein.

Barclavs

Final Terms dated 4 February 2014

Part A - CONTRACTUAL TERMS

1. a. Series number: NX000143426
b. Tranche number: $\mathbf{1}$
2. Currency: GBP
3. Securities:
a. Aggregate Nominal Amount as
at the Issue Date:
Tranche:
(i)
GBP 2,000,000
Series:
(ii)
GBP 2,000,000
b. Specified Denomination: GBP 1,000
C. Minimum Tradable Amount: GBP 100,000
d. Calculation Amount: Specified Denomination
4. Issue Price: 100 per cent. of par.
5. Issue Date: 4 February 2014
6. Scheduled Redemption Date: 5 February 2018
7. Warrant linked Securities:
(i) Underlying
Warrant(s)
and
Underlying
Warrant Reference
Asset(s):
A Warrant (the "Underlying Warrant") linked to
the EURO STOXX 50 Index (an "Underlying
Warrant Reference Asset") issued by Barclays
Bank PLC (ISIN: GB00B8MNMZ10; Series Number:
NX000143427)
(ii) Final Valuation Date: 29 January 2018, subject as in General Condition
5 (c) (Final Redemption - Relevant Defined
Terms)
(iii) Valuation Time: As specified in General Condition 5 (c) (Final
Redemption - Relevant Defined Terms)
8. Form of Securities: Bearer Securities
Permanent Global Security
NGN Form: Applicable
CGN Form: Not Applicable
CDIs: Not Applicable
9. Trade Date: 28 January 2014
10. Early Redemption Notice Period Number: Condition
specified
General
22.1
As
in
(Definitions)
11. Additional Business Centre(s): Not Applicable
12. Determination Agent: Barclays Bank PLC
13. Common Depositary: Not Applicable
14. a. Names of Managers: Barclays Bank PLC

Date of underwriting agreement: Not Applicable b.

Part B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

Application is expected to 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

The Securities have not been individually rated.

$2.$ RATINGS

Ratings:

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER $3.$

Save for any fees payable to the Manager and save as discussed in the risk factor "Risks" associated with conflicts of interest between the Issuer and purchasers of Warrants", so far as the Issuer is aware, no person involved in the offer of the Warrants has an interest material to the issue.

$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: Making profit and/or hedging purposes
(ii) Estimated net proceeds: Not Applicable
(iii) Estimated total expenses: Not Applicable

5. PERFORMANCE OF THE UNDERLYING WARRANTS AND OTHER INFORMATION CONCERNING THE UNDERLYING WARRANTS

The value of the Notes will depend upon the performance of the Underlying Warrant which is:

A Warrant linked to the EURO STOXX 50 Index issued by Barclays Bank PLC (ISIN: GB00B8MNMZ10; Series Number: NX000143427)

The Warrant Value in respect of the Underlying Warrant will be published on each Business Day on BARL.

Details of the past and future performance and volatility of the Underlying Warrant Reference Assets may be obtained from Reuters page .STOXX50E. The terms and conditions of the Underlying Warrants are available on http://group.barclays.com/prospectuses-anddocs/structured-securities/final-terms

Index Disclaimer: EURO STOXX 50® Index.

$6.$ OPERATIONAL INFORMATION

(i) ISIN Code: XS0989181671
(ii) Common Code: 098918167
(iii) Name(s) and address(es) of any clearing Not Applicable
system(s) other than Euroclear Bank
S.A./N.V. and Clearstream Banking,
société anonyme and the relevant
identification number(s):
(iv) Delivery: Delivery free of payment.

SUMMARY

Summaries are made up of disclosure requirements known as 'elements'. These elements are numbered in sections $A - E(A.1 - E.7)$ .

This Summary contains all the elements required to be included in a summary for these types of securities and issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements.

Even though an element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element. In this case a short description of the element is included in the summary after the words 'not applicable'.

Section A - Introduction and Warnings
A.1 Introduction
and Warnings
This Summary should be read as an introduction to the Base Prospectus.
Any decision to invest in Securities should be based on consideration of the
Base Prospectus as a whole, including any information incorporated by
reference, and read together with the Final Terms.
Where a claim relating to the information contained in the Base Prospectus
is brought before a court, the plaintiff might, under the national legislation
of the relevant Member State of the European Economic Area, have to bear
the costs of translating the Base Prospectus before the legal proceedings
are initiated.
No civil liability shall attach to any responsible person solely on the basis of
this Summary, including any translation thereof, unless it is misleading,
inaccurate or inconsistent when read together with the other parts of the
Base Prospectus or it does not provide, when read together with the other
parts of the Base Prospectus, key information in order to aid investors
when considering whether to invest in the Securities.
A.2 Consent by the
Issuer to the use
of prospectus in
subsequent
resale or final
placement of
Securities,
indication of
offer period and
conditions to
consent for
subsequent
resale or final
placement, and
warning
The Issuer may provide consent to the use of the Base Prospectus and Final
Terms for subsequent resale or final placement of Securities by financial
intermediaries, provided that the subsequent resale or final placement of
Securities by such financial intermediaries is made during the offer period
specified in the Final Terms. Such consent may be subject to conditions
which are relevant for the use of the Base Prospectus.
Not applicable; the Issuer does not consent to the use of the Base
Prospectus for subsequent resales.
Section B - Issuer
B.1 Legal and
commercial
name of the
Issuer
The Securities are issued by Barclays Bank PLC (the "Issuer")
B.2 Domicile and
legal form of
The Issuer is a public limited company registered in England and Wales.
The Issuer was incorporated on 7 August 1925 under the Colonial Bank
the Issuer,
legislation
under which the
Issuer operates
and country of
incorporation of
Issuer
Act 1925 and, on 4 October 1971, was registered as a company limited by
shares under the Companies Act 1948 to 1967. Pursuant to The Barclays
Bank Act 1984, on 1 January 1985, the Issuer was re-registered as a public
limited company.
B.4b Known trends
affecting the
Issuer and
industries in
which the Issuer
operates
The business and earnings of the Issuer and its subsidiary undertakings
(together, the "Group") can be affected by the fiscal or other policies and
other actions of various governmental and regulatory authorities in the UK,
EU, US and elsewhere, which are all subject to change. The regulatory
response to the financial crisis has led and will continue to lead to very
substantial regulatory changes in the UK, EU and US and in other countries
in which the Group operates. It has also (amongst other things) led to (i) a
more assertive approach being demonstrated by the authorities in many
jurisdictions; and (ii) enhanced capital and liquidity requirements (for
example pursuant to the Capital Requirements Directive 4). Any future
regulatory changes may restrict the Group's operations, mandate certain
lending activity and impose other, significant compliance costs.
Known trends affecting the Issuer and the industry in which the Issuer
operates include:
continuing political and regulatory scrutiny of the banking
industry which is leading to increased or changing regulation that
is likely to have a significant effect on the industry;
general changes in regulatory requirements, for example,
$\bullet$
prudential rules relating to the capital adequacy framework and
rules designed to promote financial stability and increase
depositor protection;
the US Dodd-Frank Wall Street Reform and Consumer Protection
Act, which contains far reaching regulatory reform (including
restrictions on proprietary trading and fund-related activities (the
so-called "Volcker rule"));
recommendations by the Independent Commission on Banking
that: (i) the UK and EEA retail banking activities of a UK bank or
building society should be placed in a legally distinct, operationally
separate and economically independent entity (so-called 'ring-
fencing'); and (ii) the loss-absorbing capacity of ring-fenced banks
and UK-headquartered global systemically important banks (such
as the Issuer) should be increased to levels higher than the Basel 3
proposals;
investigations by the Office of Fair Trading into Visa and
MasterCard credit and debit interchange rates, which may have an
impact on the consumer credit industry;
investigations by regulatory bodies in the UK, EU and US into
submissions made by the Issuer and other panel members to the
bodies that set various interbank offered rates such as the London
Interbank Offered Rate ("LIBOR") and the Euro Interbank Offered
Rate ("EURIBOR"); and
changes in competition and pricing environments.
B.5 Description of
group and
The Group is a major global financial services provider.
The whole of the issued ordinary share capital of the Issuer is beneficially
Issuer's position
within the
group
owned by Barclays PLC, which is the ultimate holding company of the
Group.
B.9 Profit forecast
or estimate
Not Applicable; the Issuer has chosen not to include a profit forecast or
estimate.
B.10 Nature of any
qualifications in
audit report on
historical
financial
information
Not Applicable; the audit report on the historical financial information
contains no such qualifications.
B.12 Selected key
financial
information; No
material
adverse change
and no
significant
change
statements
Based on the Group's audited financial information for the year ended 31
December 2012, the Group had total assets of £1,490,747 million (2011:
£1,563,402 million), total net loans and advances of £466,627 million
(2011: £478,726 million), total deposits of £462,806 million (2011:
£457,161 million), and total shareholders' equity of £62,894 million (2011:
£65,170 million) (including non-controlling interests of £2,856 million
(2011: £3,092 million)). The profit before tax from continuing operations
of the Group for the year ended 31 December 2012 was £99 million (2011:
£5,974 million) after credit impairment charges and other provisions of
£3,596 million (2011: £3.802 million). The financial information in this
paragraph is extracted from the audited consolidated financial statements
of the Issuer for the year ended 31 December 2012.
Based on the Group's unaudited financial information for the six months
ended 30 June 2013, the Group had total assets of £1,533,378 million (30
June 2012 (restated): £1,629,089 million), total net loans and advances of
£516,949 million (30 June 2012 (restated): £501,509 million), total
deposits of £538,624 million (30 June 2012 (restated): £502,818 million),
and total shareholders' equity of £59,394 million (30 June 2012 (restated):
£60,371 million) (including non-controlling interests of £2,620 million (30
June 2012 (restated): £2,957 million)). The profit before tax from
continuing operations of the Group for the six months ended 30 June 2013
was £1,648 million (30 June 2012 (restated): £716 million) after credit
impairment charges and other provisions of £1,631 million (30 June 2012
(restated): £1,710 million). The financial information in this paragraph is
extracted from the unaudited Interim Results Announcement of the Issuer
for the six months ended 30 June 2013.
There has been no material adverse change in the prospects of the Issuer
or the Group since 31 December 2012.
There has been no significant change in the financial or trading position of
the Group since 31 December 2012.
B.13 Recent events
particular to the
Issuer which are
materially
relevant to the
evaluation of
Issuer's solvency
On 30 October 2013, Barclays PLC announced the following estimated
ratios as at 30 September 2013 on a post-rights issue basis: Core Tier 1
ratio of 12.9 per cent., estimated fully loaded CRD IV CET1 ratio of 9.6 per
cent., estimated fully loaded CRD IV leverage ratio of 2.9 per cent. and
estimated PRA Leverage Ratio of 2.6 per cent. Barclays PLC also
announced on 30 October that the execution of the plan to meet the 3 per
cent. PRA Leverage Ratio by June 2014 is on track.
On 6 December 2012, the Issuer announced that it had agreed to combine
the majority of its Africa operations (the "Portfolio") with Absa Group
Limited ("Absa"). The proposed combination is to be effected by way of an
acquisition by Absa of the Portfolio for a consideration of 129,540,636
Absa ordinary shares (representing a value of approximately £1.3 billion).
As a result of the transaction, the Issuer's stake in Absa will increase from
55.5 per cent. to 62.3 per cent. The combination was completed on 31 July
2013.
On 9 October 2012, the Issuer announced that it had agreed to acquire the
deposits, mortgages and business assets of ING Direct UK. Under the terms
of the transaction, the Issuer will acquire a deposit book with balances of
£10.9 billion and a mortgage book with outstanding balances of £5.6
billion (as at 31 August 2012).
On 22 May 2012, the Issuer announced that it had agreed to dispose of the
Issuer's entire holding in BlackRock, Inc. ("BlackRock") pursuant to an
underwritten public offer and a partial buy-back by BlackRock. On
disposal, the Issuer received net proceeds of approximately US \$5.5 billion
(£3.5 billion).
B.14 Dependency of
Issuer on other
entities within
the group
The whole of the issued ordinary share capital of the Issuer is beneficially
owned by Barclays PLC, which is the ultimate holding company of the
Group.
The financial position of the Issuer is dependent on the financial position of
its subsidiary undertakings.
B.15 Description of
Issuer's principal
activities
The Group is a major global financial services provider engaged in retail
and commercial banking, credit cards, investment banking, wealth
management and investment management services with an extensive
international presence in Europe, United States, Africa and Asia.
B.16 Description of
whether the
Issuer is directly
or indirectly
owned or
controlled and
by whom and
nature of such
control
The whole of the issued ordinary share capital of the Issuer is beneficially
owned by Barclays PLC, which is the ultimate holding company of the
Issuer and its subsidiary undertakings.
Section C - Securities
C.1 Type and class of
securities being
offered
Securities described in this Summary (the "Securities") are derivative
securities and are issued as notes.
The Securities will not bear interest.
If the Securities have not redeemed early they will redeem on the
scheduled redemption date and the amount paid will be a redemption
amount that is linked to the change in value of one or more specified
warrants which may fluctuate up or down depending on the performance
of the reference asset(s) to which they are linked.
Securities will be cleared through a clearing system and may be held in
bearer form. Certain Securities may be in dematerialised and uncertificated
book-entry form. Title to cleared Securities will be determined by the
books of the relevant clearing system.
Securities will be issued in one or more series (each a "Series") and each
Series may be issued in tranches (each a "Tranche") on the same or
different issue dates. The Securities of each Series are intended to be
interchangeable with all other Securities of that Series. Each Series will be
allocated a unique Series number and an identification code.
The Securities are transferable obligations of the Issuer that can be bought
and sold by investors in accordance with the terms and conditions set out
in the Base Prospectus as completed by the final terms document (the
"Final Terms").
Form: The Securities will initially be issued in global bearer form and may
be exchanged for definitive securities if the clearing system ceases doing
business, or if the Issuer fails to make payments when due.
Identification: Series Number: NX000143426; Tranche Number: 1
Identification Codes: ISIN Code: XS0989181671; Common
Code:
098918167
Governing Law: The Securities will be governed by English law.
C.2 Currency Subject to compliance with all applicable laws, regulations and directives,
Securities may be issued in any currency.
The Securities will be denominated in pounds sterling ("GBP")
C.5 Description of
restrictions on
free
transferability
of the Securities
With respect to the United States, Securities offered and sold outside the
United States to non-US persons in reliance on 'Regulation S' must comply
with transfer restrictions. Securities held in a clearing system will be
transferred in accordance with the rules, procedures and regulations of
that clearing system.
Subject to the above, the Securities will be freely transferable.
C.8 Description of
rights attached
to the Securities
and limitations
of those rights;
ranking of the
Securities
Price: Securities will be issued at 100% of par. The minimum denomination
will be the calculation amount in respect of which redemption amounts
will be calculated.
Status: Securities are direct, unsubordinated and unsecured obligations of
the Issuer and rank equally among themselves.
Taxation: All payments in respect of the Securities shall be made without
withholding or deduction for or on account of any taxes imposed by the
Issuer's country of incorporation (or any authority or political subdivision
thereof or therein) unless such withholding or deduction is required by
law. In the event that any such withholding or deduction is required by law,
the Issuer will, save in limited circumstances, be required to pay additional
amounts to cover the amounts so withheld or deducted.
Additional Disruption Events: If there is a change in applicable law, a
currency disruption, an extraordinary market disruption or a tax event
affecting the Issuer's ability to fulfil its obligations under the Securities, the
terms of the Securities may be adjusted and/or the Securities may be
redeemed early, without the consent of investors.
Consequences of a Warrant Termination Event:
If there is (i) a
cancellation or termination of one or more of the Underlying Warrants
(other than by scheduled exercise or automatic exercise pursuant to its
terms) or (ii) a specified early cancellation event in respect of the
Underlying Warrants, the Securities shall be redeemed early.
Events of default: If the Issuer fails to make any payment due under the
Securities or breaches any other provision of the Securities (and, in each
case, such failure is not remedied within 30 days) or the Issuer is subject to
a winding-up order, the Securities will become immediately due and
payable, upon notice being given by the holder.
Unlawfulness: If the Issuer determines that the performance of any of its
obligations under the Securities has become unlawful the Securities may
be redeemed early at the option of the Issuer.
In each case, the amount due in respect of the Calculation Amount for
each Security will be an amount determined by the Determination Agent
in good faith and in a commercially reasonable manner on the same basis
as that which would have determined the amount due on final redemption
except that the final value in respect of any Underlying Warrant shall be its
value as of the day on which the disruption or termination event, event of
default or unlawfulness, as the case may be, occurs.
Meetings: The Securities contain provisions for investors to call and attend
meetings to vote upon proposed amendments to the terms of the
Securities or to pass a written resolution in the absence of such a meeting.
These provisions permit defined majorities to approve certain
amendments that will bind all holders, including holders who did not
attend and vote at the relevant meeting and holders who voted in a
manner contrary to the majority.
The issue price of the Securities is 100 per cent. of par. The denomination
of each Security is GBP 1,000.
C.11 Listing and
admission to
Securities may be listed and admitted to trading on a regulated market in
the United Kingdom.
trading Application is expected to be made by the Issuer to list the Securities on
the official list of the UK Listing Authority and admit the Securities to
trading on the regulated market of the London Stock Exchange with effect
from the Issue Date.
C.15 Description of
how the value of
the investment
is affected by
the value of the
underlying
instrument
Payments of principal are determined by Barclays Bank PLC as
"Determination Agent" by reference to the change in value of a Warrant
issued by Barclays Bank PLC (ISIN: GB00B8MNMZ10; Series Number:
NX000143427) (the "Underlying Warrant") which may fluctuate up or
down depending on the performance of the Euro Stoxx 50 Index (the
"Underlying Warrant Reference Assets"). A decrease in the value of the
Underlying Warrant which is due in turn to the performance of the
Underlying Warrant Reference Assets will reduce the redemption amount
payable on the Securities. The value of the Underlying Warrant will be
published on each Business Day on BARL. Details of the past and future
performance and the volatility of the Underlying Warrant Reference Assets
may be obtained from Reuters page .STOXX50E.
C.16 Expiration or
maturity date of
the securities
The Securities are scheduled to redeem on the scheduled redemption date.
Such scheduled redemption date may be delayed if the determination of
any value used to calculate an amount payable under the Securities is
delayed (including where the valuation of any Underlying Warrant is
delayed in accordance with its terms).
The scheduled redemption date of the Securities will be 5 February 2018.
C.17 Settlement
Procedure
Securities will be delivered on the specified issue date either against
payment of the issue price or free of payment of the issue price of the
Securities. Securities may be cleared and settled through Euroclear,
Clearstream or CREST.
Securities will be delivered on 4 February 2014 (the "Issue Date") free of
payment of the issue price of the Securities.
The Securities are cleared and settled through Euroclear/Clearstream.
C.18 Description of
how the return
on derivative
Securities takes
The return on, and value of, the Securities will be linked to changes in the
value of the Underlying Warrant, the value of which is dependent on the
performance of the Underlying Warrant Reference Assets.
place Interest
The Securities will not bear interest.
Final Redemption
The Securities are scheduled to redeem on 5 February 2018 by payment by
the Issuer of an amount in GBP for each GBP 1,000 in nominal amount of
the Securities equal to an amount determined by the Determination Agent
in good faith and in a commercially reasonable manner as GBP 1,000
multiplied by an amount equal to the value of the Underlying Warrant on
29 January 2018, being the final valuation date, divided by the value of the
Underlying Warrant on the Issue Date, being the initial valuation date, the
final valuation date being subject to certain delay provisions if any relevant
date for valuation is delayed in accordance with the terms of the
Underlying Warrant.
The greater the value of the Underlying Warrant on the final valuation date
(as compared to the value of the Underlying Warrant on the initial
valuation date), the greater the redemption amount payable on the
Securities. If the value of the Underlying Warrant on the final valuation
date falls below the value of the Underlying Warrant on the initial valuation
date the final redemption amount will be less than the amount invested
and could be as low as zero.
No weighting is applied as, although the Securities relate to more than one
Underlying Warrant, the amount payable on redemption is determined by
reference to the sum of the values of all the relevant Underlying Warrant
without adjustment.
Early Redemption
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, (ii) following the occurrence of a
change in applicable law, a currency disruption event, an extraordinary
market disruption or a tax event affecting the Issuer's ability to fulfil its
obligations under the Securities) or (iii) following the occurrence of (a) the
cancellation or termination of the Underlying Warrant (other than by
scheduled exercise or automatic exercise pursuant to its terms) or (b) a
specified early cancellation event in respect thereof.
C.19 Final reference
price of
underlying
The amount payable in respect of the Securities will be calculated using
the value of the Underlying Warrant on the Issue Date (the initial valuation
date) and the value of the Underlying Warrant on 29 January 2018 (the
final valuation date).
The value of the Underlying Warrant on the final valuation date will be
determined by the Determination Agent taking into account the applicable
cash or physical settlement amount (as applicable) due on exercise of such
Underlying Warrant.
C.20 Type of
underlying
Securities issued under the Base Prospectus will be derivative securities,
reflecting the fact that the repayment of the Securities will be linked to one
or more underlying warrants, the value of which may fluctuate up or down
depending on the performance of one or more specified reference assets.
Amounts payable on redemption of the Securities will be determined by
reference to an Index linked Warrant due February 2018 (ISIN:
GB00B8MNMZ10).
Section D - Risks
D.2 Key information
on the key risks
that are specific
to the Issuer
Credit Risk: The Issuer is exposed to the risk of suffering loss if any of its
customers, clients or market counterparties fails to fulfil its contractual
obligations. The Issuer may also suffer loss where the downgrading of an
entity's credit rating causes a fall in the value of the Issuer's investment in
that entity's financial instruments.
Weak or deteriorating economic conditions negatively impact these
counterparty and credit-related risks. In recent times, the economic
environment in the Issuer's main business markets (being Europe and the
United States) have been marked by generally weaker than expected
growth, increased unemployment, depressed housing prices, reduced
business confidence, rising inflation and contracting GDP. Operations in
the Eurozone remain affected by the ongoing sovereign debt crisis, the
stresses being exerted on the financial system and the risk that one or
more countries may exit the Euro. The current absence of a predetermined
mechanism for a member state to exit the Euro means that it is not
possible to predict the outcome of such an event and to accurately
quantify the impact of such event on the Issuer's profitability, liquidity and
capital. If some or all of these conditions persist or worsen, they may have
a material adverse effect on the Issuer's operations, financial condition and
prospects.
Market risk: The Issuer may suffer financial loss if the Issuer is unable to
adequately hedge its balance sheet. This could occur as a result of low
market liquidity levels, or if there are unexpected or volatile changes in
interest rates, credit spreads, commodity prices, equity prices and/or
foreign exchange rates.
Liquidity risk: The Issuer is exposed to the risk that it may be unable to
meet its obligations as they fall due as a result of a sudden, and potentially
protracted, increase in net cash outflows. These outflows could be
principally through customer withdrawals, wholesale counterparties
removing financing, collateral posting requirements or loan draw-downs.
Capital risk: The Issuer may be unable to maintain appropriate capital
ratios, which could lead to: (i) an inability to support business activity; (ii) a
failure to meet regulatory requirements; and/or (iii) credit ratings
downgrades. Increased regulatory capital requirements and changes to
what constitutes capital may constrain the Issuer's planned activities and
could increase costs and contribute to adverse impacts on the Issuer's
earnings.
Legal and Regulatory-related risk: Non-compliance by the Issuer with
applicable laws, regulations and codes relevant to the financial services
industry could lead to fines, public reprimands, damage to reputation,
increased prudential requirements, enforced suspension of operations or,
in extreme cases, withdrawal of authorisations to operate.
Reputation Risk: Reputational damage reduces - directly or indirectly - the
attractiveness of the Issuer to stakeholders and may lead to negative
publicity, loss of revenue, litigation, regulatory or legislative action, loss of
existing or potential client business, reduced workforce morale, and
difficulties in recruiting talent. Sustained reputational damage could have a
materially negative impact on the Issuer's licence to operate and the value
of the Issuer's franchise, which in turn could negatively affect the Issuer's
profitability and financial condition.
Infrastructure Resilience, Technology and Cyberspace risk: The Issuer is
exposed to risks from cyberspace to its systems. If customer or proprietary
information held on, and/or transactions processed through these systems,
is breached, there could be a materially negative impact on the Issuer's
performance or reputation.
Taxation risk: The Issuer may suffer losses arising from additional tax
charges, other financial costs or reputational damage due to: failure to
comply with or correctly assess the application of, relevant tax law; failure
to deal with tax authorities in a timely, transparent and effective manner;
incorrect calculation of tax estimates for reported and forecast tax
numbers; or provision of incorrect tax advice.
D.6 Risk warning
that investors
may lose value
of entire
investment or
part of it
Investors in Securities may lose up to the entire value of their investment:
Depending on the performance of the Underlying Assets, the redemption
amount payable to investors (whether at maturity or following an early
redemption) may be less than the initial purchase price and could be as
low as zero. The investor is also exposed to the credit risk of the Issuer and
will lose up to the entire value of their investment if the Issuer goes
bankrupt or is otherwise unable to meet its payment obligations. Investors
may also lose some or all of their investment if:
investors sell their Securities prior to maturity in the secondary
market at an amount that is less than the initial purchase price;
the Securities are redeemed early for reasons beyond the control
of the Issuer (such as following a change in applicable law, a
currency disruption event, an extraordinary market disruption, a
tax event affecting the Issuer's ability to fulfil its obligations under
the Securities, a Warrant Termination Event or the performance of
the Issuer's obligations becoming unlawful) and the amount paid
to investors is less than the initial purchase price; and/or
the terms and conditions of the Securities are adjusted (in
accordance with the terms and conditions of the Securities) with
the result that the redemption amount payable to investors and/or
the value of the Securities is reduced.
Reinvestment risk / loss of yield: Following an early redemption of the
Securities for any reason, investors may be unable to reinvest the
redemption proceeds at an effective yield as high as the yield on the
Securities being redeemed.
Volatile market prices: the market value of the Securities is unpredictable
and may be highly volatile, as it can be affected by many unpredictable
factors, including: market interest and yield rates; fluctuations in currency
exchange rates; exchange controls; the time remaining until the Securities
mature; economic, financial, regulatory, political, terrorist, military or other
events in one or more jurisdictions; changes in laws or regulations; the
Issuer's creditworthiness or perceived creditworthiness; and the
performance of the relevant Underlying Asset(s).
Securities are not "principal protected": Upon maturity of the Securities,
investors may lose some or all of their capital invested, depending on the
performance of the Underlying Asset(s).
Securities include embedded derivatives that are subject to adjustment:
The securities are linked to Underlying Asset(s) which are subject to
provisions which provide for adjustments and modifications of their terms
and alternative means of valuation of the Underlying Asset(s) in certain
circumstances (and which could be exercised by the Issuer in a manner
which has an adverse effect on the market value and/or amount repayable
in respect of the Securities).
Risks relating to Underlying Warrants: Investors are exposed to the
change in value of the Underlying Warrant(s) which may fluctuate up or
down depending on the performance of the Underlying Warrant Reference
Asset(s). The performance of the Underlying Warrant Reference Assets
may be subject to fluctuations that may not correlate with other similar
reference assets. Payments upon redemption will be calculated by the
change in value of the Underlying Warrant(s) since the Initial Valuation
Date. Any information about the past performance of the Underlying
Warrant(s) and/or the Underlying Warrant Reference Asset(s) should not
be taken as an indication of how prices will change in the future. Investors
in Securities linked to Underlying Warrants should also note that the
market value of both the Securities and the Underlying Warrants will be
affected by the ability, and the perceived ability, of Barclays to fulfil its
obligations under the instruments. The impact of any inability, or
perceived inability, of Barclays in this regard may be greater in respect of
the Securities as the Securities are linked to Underlying Warrants that are
issued by Barclays and it may negatively affect both the value of the
Underlying Warrant and the value of the Security.
Risks associated with specific Underlying Warrant Reference Asset(s):
As the Underlying Warrant Reference Asset is an equity index, the
Underlying Warrants may be subject to the risk of fluctuations in; market
interest rates; currency exchange rates; equity prices; commodity 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 or the stock exchanges on which any such Underlying Warrants
Underlying Warrant which, in turn, will have an adverse effect on the value
of the Securities.
The capital invested in the Securities is at risk. Consequently, investors may
lose the value of their entire investment, or part of it.
Section E - Offer
E.2b Reasons for
offer and use of
proceeds when
different from
making profit
and/or hedging
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. If the Issuer elects at the time of issuance of
Securities to make different or more specific use of proceeds, the Issuer will
describe that use in the Final Terms.
Not Applicable; the net proceeds will be applied by the Issuer for making
certain risks profit and/or hedging certain risks.
E.3 Description
of
the terms
and
conditions
of
offer
The terms and conditions of any offer of Securities to the public may be
determined by agreement between the Issuer and the dealer at the time of
each issue.
Not Applicable; the Securities have not been offered to the public.
E.4 Description
of
interest
any
material
to
The relevant dealers or manager may be paid fees in relation to any issue
or offer of Securities. Potential conflicts of interest may exist between the
Issuer, Determination Agent, relevant dealers and/or manager or their
issue/offer
including
conflicting
interests
affiliates (who may have interests in transactions in derivatives related to
the Underlying Asset(s) which may, but are not intended to, adversely
affect the market price, liquidity or value of the Securities) and investors.
Not Applicable; no person involved in the issue or offer has any interest, or
conflicting interest, that is material to the issue or offer of Securities.
E.7 Estimated
expenses
charged to
investor by
issuer/offeror
Not Applicable; no expenses will be charged to the investor by the issuer or
the offerors.