Barclays PLC — Capital/Financing Update 2014

Feb 9, 2014

FINAL TERMS

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 10,000,000 Warrant linked Securities due February 2020 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.

The Base Prospectus is available 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.

Barclays

Final Terms dated 10 February 2014

Part A – CONTRACTUAL TERMS

1.	a.	Series number:	NX000144012
	b.	Tranche number:	1
2.	Currency:		GBP
3.	Securities:
	a.	Aggregate Nominal Amount as at the Issue Date:
		(i) Tranche:	GBP 10,000,000
		(ii) Series:	GBP 10,000,000
	b.	Specified Denomination:	GBP 1
	c.	Minimum Tradable Amount:	Not Applicable
	d.	Calculation Amount:	Specified Denomination
4.	Issue Price:		100 per cent. of par
5.	Issue Date:		10 February 2014
6.		Scheduled Redemption Date:	10 February 2020
7.		Warrant linked Securities:
	(i)	Underlying Warrant(s) and Underlying Warrant Reference Asset(s):	A Warrant (an "Underlying Warrant") linked to the FTSE 100 Index and the S&P 500 Index (each an "Underlying Warrant Reference Asset") issued by Barclays Bank PLC (ISIN: GB00B8MNMX95; Series Number: NX000144013)
	(ii)	Final Valuation Date:	3 February 2020, 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:	CREST Securities
			NGN Form: Not Applicable
			CGN Form: Not Applicable
			CDIs: Not Applicable
9.	Trade Date:		3 February 2014
10.	Number:	Early Redemption Notice Period	As specified in General Condition 22.1 (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
	b.	Date of underwriting agreement:	Not Applicable

Part B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING 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 on or around the Issue Date

2. RATINGS

Ratings: The Securities have not been individually rated.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any trading and market-making activities of the Issuer and/or its affiliates in the Underlying Warrants, the hedging activities of the Issuer and/or its affiliates and the fact that the Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Warrants, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

• (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 FTSE 100 Index and the S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B8MNMX95; Series Number: NX000144013)

The Warrant Value in respect of each Underlying Warrant will be published on each Business Day on GB00B8MNMX95=RIC.

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

Index Disclaimers: The FTSE® 100 Index and the S&P® 500 Index

6. OPERATIONAL INFORMATION

• (i) ISIN Code: GB00B8SVWC68
• (ii) Common Code: N/A
• (iii) 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 CREST

identification number(s):

(iv) Delivery: Delivery free of payment.

7. DISTRIBUTION

Name and address of financial intermediary/ies authorised to use the Base Prospectus ("Authorised Offeror(s)"): Any financial intermediary which is authorised to make such offers under the Markets in Financial Instruments Directive (Directive 2004/39/EC)

Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s) ("Offer Period"):

From and including the open of business on 7 February 2014 to and including the close of business on 7 February 2014

Other conditions for use of this Prospectus by the Authorised Offeror(s): The Public Offer is only made in the United Kingdom

8. TERMS AND CONDITIONS OF THE OFFER

• (i) Offer Price: The Issue Price
• (ii) Conditions to which the offer is subject: The Issuer reserves the right to withdraw the offer for Securities at any time on or 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.

(iii) Description of the application process: An offer of the Securities may be made by the Manager or the Authorised Offeror other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") on 7 February 2014.

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.

• (iv) 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.
• (v) 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.
• (vi) Manner in and date on which results of the offer are to be Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in

made public: respect thereof.

Not Applicable

Not Applicable

• (vii) Whether tranche(s) have been reserved for certain countries:
• (viii) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
• (ix) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Each investor will be notified by the Authorised Offeror of its allocation of Securities at the time of such investor's application.

No dealings in the Securities may take place prior to the Issue Date.

Apart from the Offer Price, the Issuer is not aware 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.

(x) Name(s) and address(es) to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

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	The Issuer may provide its 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.
		General Consent: The Issuer consents to the use of the Base Prospectus and the Final Terms with respect to the subsequent resale or final placement of Securities (a "Public Offer") which satisfies all of the following conditions:
	subsequent resale or final	(a) the Public Offer is only made in the United Kingdom;
	placement, and warning	(b) the Public Offer is only made during the period from and including the open of business on 7 February 2014 to and including the close of business on 7 February 2014 (the "Offer Period"); and
		(c) Any financial intermediary which is authorised to make such offers under the Markets in Financial Instruments Directive (Directive 2004/39/EC) (each an "Authorised Offeror").
		Information on the terms and conditions of an offer by any Authorised Offeror is to be provided at the time of that offer by the Authorised

Offeror.

		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, legislation under which the Issuer operates and country of incorporation of Issuer	The Issuer is a public limited company registered in England and Wales. The Issuer was incorporated on 7 August 1925 under the Colonial Bank 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, 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.
	Issuer's position 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.
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: Interests in the Securities will be constituted through the issuance of dematerialised depository interests ("CDIs"), issued held, settled and transferred through Euroclear UK & Ireland Limited (formerly known as CRESTCO Limited) ("CREST").
		Identification: Series Number: NX000144012; Tranche Number: 1
		Identification Codes: ISIN Code: GB00B8SVWC68; Common Code: Not Applicable
		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	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.
	of those rights; ranking of the	Status: Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves.
	Securities	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.
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: GB00B8MNMX95; Series Number: NX000144013) (the "Underlying Warrant") which may fluctuate up or down depending on the performance of the FTSE 100 Index and the S&P 500 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 Warrants will be published on each Business Day on GB00B8MNMX95=RIC. Details of the past and future performance and the volatility of the Underlying Warrant Reference Assets may be obtained from Reuters page .FTSE and .SPX.
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 10 February 2020.
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 10 February 2014 (the "Issue Date") free of payment of the issue price of the Securities.
		The Securities are cleared and settled through CREST.
C.18	Description of how the return on derivative Securities takes place	The return on, and value of, the Securities will be linked to changes in the value of the Underlying Warrants, the value of which is dependent on the performance of the Underlying Warrant Reference Assets.
		Interest

		Final Redemption
		The Securities are scheduled to redeem on 10 February 2020 by payment by the Issuer of an amount in GBP for each GBP 1 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 multiplied by an amount equal to the value of the Underlying Warrant on 3 February 2020, 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 Warrants 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 Warrants on 3 February 2020 (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

	2020			determined by reference to an Index linked Warrant due February (ISIN: GB00B8MNMX95). Information on the Underlying Warrant Reference Assets can be found on Reuters page .FTSE and
	.SPX	and	at	http://group.barclays.com/prospectuses-and
				documentation/structured-securities/final-terms.

	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 Issue 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 Warrants and the value of the Security.
Risks associated with specific Underlying Warrant Reference Asset(s):
As the Underlying Warrant Reference Assets are equity indices, 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 may be traded.
This could have an adverse effect on the value of the 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 certain risks	The net proceeds from each issue of Securities will be applied by the Issuer for its general corporate purposes, which includes 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 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 maybe determined by agreement between the Issuer and the dealer at the time of each issue. The Securities are offered 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 on or 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 may be made by the Manager or the Authorised Offeror other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") during the period from and including open of business on 7 February 2014 to and including close of business on 7 February 2014 (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. 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. Whether tranche(s) have been reserved for certain countries: Not Applicable Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Each investor will be notified by the Authorised Offeror of its allocation of Securities at the time of such investor's application. Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Not Applicable
E.4	Description of any interest material to issue/offer including conflicting interests	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 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.
		Any Issuer and its affiliates may be engaged, and may in the future engage, in trading and market-making activities in the Underlying Warrants and hedging activities with respect to the Securities. The Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Warrants.
		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	The Issuer will not charge any expenses to investors in connection with any issue of Securities. Offerors may, however, charge expenses to investors. Such expenses (if any) will be determined by agreement between the offeror and the investors at the time of each issue.
		Not Applicable; no expenses will be charged to the investor by the issuer or the offeror.