Barclays PLC — Capital/Financing Update 2014

Mar 7, 2014

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 15,000,000 Index Linked Securities due March 2020 under the Global Structured Securities Programme

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 No. 2 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://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 7 March 2014

PART A – CONTRACTUAL TERMS

1.	(a)	Series number:	NX000146083
	(b)	Tranche number:	1
2.		Currency:	GBP
3.		Securities:	Notes
4.		Notes:	Applicable
5.	(a)	Aggregate Nominal
		Amount as at the Issue Date:
		(i) Tranche:	GBP 15,000,000
		(ii) Series:	GBP 15,000,000
	(b)	Specified Denomination:	GBP 1
	(c)	Minimum Tradable	Not Applicable
		Amount:
6.		Certificates:	Not Applicable
7.		Calculation Amount:	Specified Denomination
8.		Issue Price:	100 per cent of the Aggregate Nominal Amount
9.		Issue Date:	7 March 2014
10.		Scheduled Redemption	6 March 2020
		Date:
11.		Underlying Performance	Worst-of
		Type:
		Provisions relating to interest (if any) payable
12.		Interest Type:	Phoenix without Memory
13.	(a)	Fixed Interest Rate:	3.95 per cent.
	(b)	Fixed Interest	Not Applicable
		Determination Date(s):
	(c)	Interest Valuation Date(s):	The dates set out in Table 1 below in the column entitled 'Interest Valuation Date'.
	(d)	Interest Payment Date(s):	The dates set out in Table 1 below in the column entitled
			'Interest Payment Date'.
	(e)	T:	Not Applicable
	(f)	Observation Date(s):	Not Applicable
	(g)	Interest Barrier	The percentages set out in Table 1 below in the column
		Percentage:	entitled 'Interest Barrier Percentage'.
	(h)	Lower Barrier Percentage:	Not Applicable
	(i)	Upper Barrier:	Not Applicable
	(j)	Upper Barrier Percentage:	Not Applicable

Table 1

Table 1
Interest Valuation Date:	Interest Payment Date:	Interest Barrier Percentage:
28 August 2014	4 September 2014	65%
27 February 2015	9 March 2015	65%
28 August 2015	7 September 2015	65%
29 February 2016	7 March 2016	65%
30 August 2016	6 September 2016	65%
28 February 2017	7 March 2017	65%
29 August 2017	5 September 2017	65%
28 February 2018	7 March 2018	65%
28 August 2018	4 September 2018	65%
28 February 2019	7 March 2019	65%

28 August 2019	4 September 2019	65%
28 February 2020	6 March 2020	65%

Provisions relating to Specified Early Redemption

1. Specified Early Applicable

2. Redemption Event: 15. (a) Autocall Barrier Percentage: The percentages set out in Table 2 below in the column entitled 'Autocall Barrier Percentage'.

3. (b) Autocall Valuation Date(s): Each date set out in Table 2 below in the column entitled 'Autocall Valuation Date'.
4. (c) Specified Early Cash Redemption Date(s): Each date set out in Table 2 below in the column entitled 'Specified Early Cash Redemption Date'.

Autocall Valuation Date:	Autocall Barrier Percentage:	Specified Early Cash Redemption Date:
28 February 2017	100%	7 March 2017
29 August 2017	100%	5 September 2017
28 February 2018	100%	7 March 2018
28 August 2018	100%	4 September 2018
28 February 2019	100%	7 March 2019
28 August 2019	100%	4 September 2019

Provisions relating to Final Redemption

16.	(a)	Redemption Type:	European Barrier
	(b)	Settlement Currency:	GBP
	(c)	Settlement Method:	Cash
	(d)	Trigger Event Type:	Not Applicable
	(e)	Final Barrier Percentage:	Not Applicable
	(f)	Strike Price Percentage:	100 per cent.
	(g)	Knock-in Barrier Percentage:	65 per cent.
	(h)	Knock-in Barrier Period Start Date:	Not Applicable
	(i)	Knock-in Barrier Period End Date:	Not Applicable
	(j)	Lower Strike Price Percentage:	Not Applicable
	(k)	Participation:	Not Applicable
	(l)	Cap:	Not Applicable
	Provisions relating to Nominal Call Event

17.		Nominal Call Event:			Not Applicable
	(a)	Nominal Percentage:	Call	Threshold	Not Applicable

Provisions relating to the Underlying Asset(s)

1. Underlying Asset

	(a) Share:		Not Applicable
	(b)	Indices:				entitled 'Index'.	The Indices set out in Table 3 below in the column
	(i) Exchanges:			The Exchanges set out in Table 3 below in the column entitled 'Exchange'.
		(ii)		Related Exchanges:			The Related Exchanges set out in Table 3 below in the column entitled 'Related Exchange'.
		(iii)		Underlying Asset Currencies:		Not Applicable
		(iv)		Bloomberg Screen:		Not Applicable
		(v)		Reuters Screen:			The Reuters Screens set out in Table 3 below in the column entitled 'Reuters Screen'.
		(vi)		Index Sponsors:		column entitled 'Index Sponsor'.	The Index Sponsors set out in Table 3 below in the
	Table 3
	Index:			Exchange:		Related Exchange:	Reuters Screen:	Index Sponsor
		FTS 100 Index		London Exchange	Stock	All Exchanges	.FTSE	FTSE International Limited
	Eurostoxx Index		50	Multi-exchange		All Exchanges	.STOXX50E	STOXX Limited
19.		Initial Price					The Valuation Price of the Underlying Asset on the Initial Valuation Date for such Underlying Asset
	(a)	Averaging-in				Not Applicable
	(b)	Min Lookback-in:				Not Applicable
	(c)	Max Lookback-in:				Not Applicable
	(d)			Initial Valuation Date:		28 February 2014
20.				Final Valuation Price:		Final Valuation Date	The Valuation Price of the Underlying Asset on the
	(a)	Averaging-out				Not Applicable
	(b)			Min Lookback-out:		Not Applicable
	(c)			Max Lookback-out:		Not Applicable
	(d)			Final Valuation Date:		28 February 2020

Provisions relating to disruption events and taxes and expenses

1. Consequences of a Disrupted Day (in respect of an Averaging Date Not Applicable or Lookback Date):

	(a)	Omission:	Not Applicable
	(b)	Postponement:	Not Applicable
	(c)	Modified Postponement:	Not Applicable
22.		FX Disruption Event:	Not Applicable
	(a)	Specified Currency:	Not Applicable
	(b)	Specified Jurisdiction:	Not Applicable
23.		Local Jurisdiction Taxes and Expenses:	Not Applicable
24.		Additional Disruption Events:
	(a)	Hedging Disruption:	Not Applicable
	(b)	Increased Cost of Hedging:	Not Applicable
	(c)	Affected Jurisdiction Hedging Disruption:	Not Applicable
	(d)	Affected Jurisdiction Increased Cost of Hedging:	Not Applicable
	(e)	Affected Jurisdiction:	Not Applicable
	(f)	Increased Cost of Stock Borrow:	Not Applicable
	(g)	Initial Stock Loan Rate:	Not Applicable
	(h)	Maximum Stock Loan Rate:	Not Applicable
	(i)	Loss of Stock Borrow:	Not Applicable
	(j)	Fund Disruption Event:	Not Applicable
	(k)	Foreign Ownership Event:	Not Applicable
	(l)	Insolvency Filing:	Not Applicable
25.		Change in Law – Hedging:	Not Applicable
26.		Early Cash Settlement Amount:	Market Value
27.		Early Redemption Notice Period Number:	As set out in General Condition 32.1 (Definitions)

General provisions

1. Form of Securities:

Global Bearer Securities: Permanent Global Security

				NGN Form: Not Applicable
				Held under the NSS: Not Applicable
				CGN Form: Applicable
				CDIs: Not Applicable
	29.		Trade Date:	28 February 2014
	30.		Additional Business Centre(s):	Not Applicable
	31.		Business Day Convention:	Following
32. Determination Agent:			Barclays Bank PLC
	33.		Common Depositary:	Not Applicable
	34.		Registrar:	Not Applicable
	35.		CREST Agent:	Not Applicable
	36.		Transfer Agent:	Not Applicable
	37.	(a)	Names of Manager:	Barclays Bank PLC
		(b)	Date of underwriting agreement:	Not Applicable
		(c)	Names and addresses of secondary trading intermediaries and main terms of commitment:	Not Applicable
	38.		Registration Agent:	Not Applicable
	39.		Masse Category:	Not Applicable
	40.		Governing Law:	English Law

PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

• (i) 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
• (ii) Estimate of total expenses related to admission to trading: Not Applicable

2. RATINGS

Ratings: The Securities have not been individually rated.

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

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 Securities', so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the issue.

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

• (i) Reasons for the offer: General funding
• (ii) Estimated net proceeds: Not Applicable
• (iii) Estimated total expenses: Not Applicable

5. PERFORMANCE OF UNDERLYING ASSET, AND OTHER INFORMATION CONCERNING THE UNDERLYING ASSET

Reuters Screen: .FTSE and .STOXX50E Page

and http://www.ftse.com and http://www.stoxx.com

Index Disclaimers: FTSE® 100 Index and EURO STOXX 50® Index

6. OPERATIONAL INFORMATION

• (a) ISIN: XS0989741649
• (b) Common Code: 098974164
• (c) Relevant Clearing System(s): Clearstream, Euroclear
• (d) Delivery: Delivery free of payment
• (e) Name and address of additional Paying Agent(s): Not Applicable

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): 7 March 2014 (the "Offer Period")

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

1. TERMS AND CONDITIONS OF THE OFFER

reduce subscriptions and manner for refunding excess amount paid

by applicants:

• (i) Offer Price: The Issue Price
• (ii) Conditions to which the offer is subject: There are no pre-identified allotment criteria. The Authorised Offeror will adopt allotment criteria that ensure equal treatment of prospective investors. A prospective investor will receive 100 per cent. of the amount of Securities allocated to it during the Offer Period.

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: Applications for the Securities can be made during the Offer Period to the Authorised Offeror. Further information with respect to the application process will be available from the Authorised Offeror upon request.
• (iv) Details of the minimum and/or maximum amount of application The minimum amount of application per investor will be GBP 1 in nominal amount of the Securities.

(v) Description of possibility to Not Applicable

(vi) Details of method and time limits for paying up and delivering the Securities: Payment for Securities shall be made to the Authorised Offeror in accordance with the instructions provided by the Authorised Offeror. None of the amounts so transferred to the Authorised Offeror will bear interest. Such amounts will be returned only in the event of (i) cancellation of the offer of the Securities or (ii) overpayments, provided that, in each case, the amounts will be returned by the Authorised Offeror without any interest or compensation in accordance with the instructions of the relevant applicant set out in the related application form. The Securities will be delivered to the successful applicants on or about the Issue Date.

• (vii) 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.
• (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Not Applicable
• (ix) Whether tranche(s) have been reserved for certain countries: Not Applicable
• (x) 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.
• (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Not Applicable
• (xii) 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

9

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 the 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 below. 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, legislation under which the Issuer operates and country of incorporation of the 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.4 b	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 fourth Capital Requirements Directive (CRD IV)). 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 the group and	The Group is a major global financial services provider.
	the 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.1 0	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.1 2	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 30 June 2013.
B.1 3	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%, estimated fully loaded CRD IV CET1 ratio of 9.6%, estimated fully loaded CRD IV leverage ratio of 2.9% and estimated PRA Leverage Ratio of 2.6%. Barclays PLC also announced on 30 October that the execution of the plan to meet the 3% 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, which completed on 5 March 2013, the Issuer acquired amongst other business assets a deposit book with balances of approximately £11.4 billion and a mortgage book with outstanding balances of approximately £5.3 billion.
		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.1 4	Dependency of the Issuer on other entities	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.
	within the group	The financial position of the Issuer is dependent on the financial position of its subsidiary undertakings.
B.1 5	Description of the 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, the United States, Africa and Asia.
B.1 6	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	Securities (the "Securities") are derivative securities and are issued as a series of notes ("Notes") or certificates ("Certificates").
and/or trading	being offered admitted to	The Securities are transferable obligations of the Issuer and have the terms and conditions set out in this Base Prospectus as completed by the Final Terms.
		The Securities will either bear interest at a fixed rate or at a rate determined by reference to the performance of one or more equity indices, shares, depository receipts or funds (each, an "Underlying Asset"), and will automatically redeem early if the Underlying Asset(s) is/are above a certain level on any of the specified dates. If not redeemed early, the Securities will be redeemed at an amount linked to the performance of the Underlying Asset(s).
		Securities may be cleared through a clearing system or uncleared and may be held in bearer or registered form. Certain cleared 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.
		Interest: The amount of interest payable on the Securities is determined by reference to a fixed rate of 3.95%.
		Early redemption following an 'autocall event': The Securities will redeem prior to their scheduled redemption date if the closing price or level of the Underlying Asset is at or above its corresponding Autocall Barrier on any of the specified autocall valuation dates. If this occurs, you will receive a cash payment equal to the nominal amount (or face value) of your Securities payable on a specified payment date.
		Final redemption: If the Securities have not redeemed early they will redeem on the scheduled redemption date and the cash payment you receive or underlying asset you are delivered (if any) will be determined by reference to the value of the Underlying Asset on a specified valuation date or dates during the life of the Securities.
		Form: The Securities are notes. The Securities will initially be issued in global bearer form.
		Identification: Series number: NX000146083; Tranche number: 1
		Identification Codes: ISIN: XS0989741649, Common Code 098974164
		Determination Agent: Barclays Bank PLC (the "Determination Agent") will be appointed to make calculations and determinations with respect to the Securities.
		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 to those rights; ranking of the Securities	Price: Securities will be issued at a price and in such denominations as agreed between the Issuer and the relevant dealer(s) and/or manager(s) at the time of issuance.
		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, and in respect of certain Securities, if hedging disruption or increased cost of hedging adversely affects the hedging ability of the Issuer and/or any of its affiliates, or a disruption event relating to the existence, continuity, trading, valuation, pricing or publication of the Underlying Asset, the terms and conditions of the Securities may be adjusted and/or the Securities may be redeemed early, without the consent of investors. Upon an early redemption investors will receive the market value of the Securities.
		Events of default: If the Issuer fails to make any payment due under the Securities (and such failure is not remedied within 30 days, or, in the case of interest, 15 days), the Securities will become immediately due and payable, upon notice being given by the holder (or, in the case of French law Securities, the representative of the holders).
		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.
		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.

		Nominal Amount.		The issue price of this issue of Securities is 100% of the Aggregate
C.11	Listing and admission to trading	Securities may be listed and admitted to trading on a regulated market in Belgium, Denmark, Finland, France, Ireland, Italy, Luxembourg, Malta, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland or the United Kingdom.
		the issue date.		Application is expected to be made by the Issuer to list the Securities on the official list and admit the Securities to trading on the regulated market of the London Stock Exchange with effect from
C.15	Description of how the value of the investment is affected by the value of the underlying	The return on, and value of, Securities will be linked to the performance of one or more specified equity indices, shares, depository receipts or funds or a combination of these (each, an "Underlying Asset").
		The Underlying Asset for this issue of Securities are: the FTSE 100 Index and the Eurostoxx 50 Index.
			of the Securities, the amount payable will be scaled accordingly.	Calculations in respect of amounts payable under the Securities are made by reference to a "Calculation Amount", being GBP 1. Where the Calculation Amount is different from the specified denomination
			INTEREST
		Phoenix without memory interest: by GBP 1.		Each Security will only pay interest on an Interest Payment Date if the closing price or level of every Underlying Asset on the relevant Interest Valuation Date is greater than or equal to its corresponding Interest Barrier. If this occurs, the amount of interest payable with respect to that Interest Valuation Date is calculated by multiplying the fixed rate of 3.95%
		Barrier is as follows:		Interest will be payable on the corresponding Interest Payment Date set out in the table below. Each Interest Valuation Date and Interest
		Interest Valuation Date:	Interest Payment Date:	Interest Barrier:
		28 August 2014	4 September 2014	65%
		27 February 2015	9 March 2015	65%
		28 August 2015	7 September 2015	65%
		29 February 2016	7 March 2016	65%
		30 August 2016	6 September 2016	65%
		28 February 2017 29 August 2017	7 March 2017 5 September 2017	65% 65%
		28 February 2018	7 March 2018	65%
		28 August 2018	4 September 2018	65%
		28 February 2019	7 March 2019	65%
		28 August 2019	4 September 2019	65%
		28 February 2020	6 March 2020	65%
			SPECIFIED EARLY REDEMPTION
				The Securities will automatically redeem prior to their scheduled

redemption date if the closing price or level of every Underlying Asset is at or above its corresponding Autocall Barrier on any Autocall Valuation Date. If this occurs, you will receive a cash payment equal to the nominal amount of your Securities payable on a specified payment date.

Each Autocall Valuation Date and the corresponding Autocall Barriers are as follows:

Autocall Valuation Date:	Autocall Barriers:
28 February 2017	100%
29 August 2017	100%
28 February 2018	100%
28 August 2018	100%
28 February 2019	100%
28 August 2019	100%

FINAL REDEMPTION

If the Securities have not redeemed early they will redeem on the Scheduled Redemption Date at an amount that is dependent on each of the following:

• The 'Initial Price' of the Worst Performing Underlying Asset, which reflects the price or level of that asset near the issue date of the Securities;
• 'Final Valuation Price' of the Worst Performing Underlying Asset, which reflects the price or level of that asset near the Scheduled Redemption Date;
• The 'Strike Price' of the Worst Performing Underlying Asset, which is calculated as 100% multiplied by the Initial Price of that asset;
• The 'Knock-in Barrier Price' of the Worst Performing Underlying Asset, which is calculated as 65% multiplied by the Initial Price of that asset.

Initial Price: The Initial Price of each Underlying Asset is the closing price or level of such Underlying Asset on the Initial Valuation Date.

Final Valuation Price: The Final Valuation Price of each Underlying Asset is the closing price or level of such Underlying Asset on 28 February 2020, the "Final Valuation Date".

Worst Performing Underlying Asset: The Knock-in Barrier Price, Final Valuation Price and Strike Price to be considered for the purposes of determining the final redemption amount will be the Knock-in Barrier Price, Final Valuation Price or Strike Price of the Underlying Asset with the lowest Performance. The 'Performance' of each Underlying Asset is calculated by dividing the Final Valuation Price of an asset by its Initial Price.

European Barrier redemption: If the Final Valuation Price is greater than or equal to the Knock-in Barrier Price, you will receive a cash

* * * *

		amount per Calculation Amount equal to GBP 1. Otherwise:
		you will receive a cash amount per Calculation Amount, calculated by dividing the Final Valuation Price by the Strike Price and multiplying the result by the Calculation Amount.
C.16	Expiration or maturity date of the Securities	The Securities are scheduled to redeem on the scheduled redemption date. This day is subject to postponement in circumstances where any day on which a valuation is scheduled to take place is a disrupted day.
		The scheduled redemption date of this issue of Securities is 6 March 2020.
C.17	Settlement procedure of the derivative securities	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. The Securities may be cleared and settled through Euroclear Bank S.A./N.V., Clearstream Banking société anonyme, CREST, Euroclear France, S.A., VP Securities, A/S, Euroclear Finland Oy, Norwegian Central Securities Depositary, Euroclear Sweden AB or SIX SIS Ltd.
		This issue of Securities will be delivered on 7 March 2014 (the "Issue Date") free of payment of the issue price of the Securities.
		This issue of Securities will be cleared and settled through Euroclear Bank S.A./N.V. Clearstream Banking société anonyme.
C.18	Description of how the return on derivative securities takes place	The return on, and value of, the Securities will be linked to the performance of the Underlying Asset.
		Payments of interest will not depend on the performance of each Underlying Asset during the life of the Securities.
		The value of the Securities and the redemption amount payable will depend on the performance of each Underlying Asset on each Autocall Valuation Date. If no Specified Early Redemption Event has occurred on an Autocall Valuation Date and any Underlying Assets perform negatively over the life of the Securities, an investor may sustain a loss of part or all of the amount invested in the Securities.
C.19	Final reference price of the underlying	The final reference level of any equity index, or final reference price of any share, depository receipt or fund to which Securities are linked will be determined by reference to a publicly available source on a specified date or dates.
		The final valuation price of each Underlying Asset is the closing price or level of such Underlying Asset on the Final Valuation Date, as determined by the Determination Agent.
C.20	Type of underlying	Securities may be linked to one or more: common shares; depositary receipts representing common shares; exchange traded funds ('ETFs') (being a fund, pooled investment vehicle, collective investment scheme, partnership, trust or other similar legal arrangement and holding assets, such as shares, bonds, indices, commodities, and/or other securities such as financial derivative instruments); or equity indices. The Underlying Asset for this issue of Securities are: the FTSE 100
		Index and the Eurostoxx 50 Index. Information about the Underlying Asset is available at:

		http://www.ftse.com and http://www.stoxx.com
	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	Key information on the key risks that are specific to the Securities; and risk warning	Investors in Securities may lose up to the entire value of their investment:
		The investor is 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.
	that investors may lose value	Investors may also lose the value of their entire investment, or part of it, if:
	of entire investment	• the Underlying Asset performs in such a manner that the redemption amount payable to investors (whether at maturity or following any early redemption) is less than the initial purchase price;
		• 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 an additional disruption event) 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.
		Return linked to performance of Underlying Asset: The return payable on the Securities is linked to the change in value of the Underlying Asset over the life of the Securities. Any information about the past performance of any Underlying Asset should not be taken as an indication of how prices will change in the future. Investors will not have any rights of ownership, including, without limitation, any voting rights or rights to receive dividends, in respect of any Underlying Asset.

		Worst-of: Investors are exposed to the performance of every Underlying Asset. Irrespective of how the other Underlying Assets perform, if any one or more Underlying Assets fail to meet a relevant threshold or barrier for the payment of interest or the calculation of any redemption amount, investors might receive no interest payments and/or could lose some or all of their initial investment. 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; and the Issuer's creditworthiness or perceived creditworthiness.
		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. Reasons for the offer and use of Proceeds: General Funding
	certain risks
E.3	Description of the 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 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 Distributor in accordance with the Distributor'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") on 7 March 2014 (the "Offer Period").
		Applications for the Securities can be made in the Public Offer Jurisdiction through the Distributor in the Public Offer Jurisdiction during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor.

		Details of the minimum and/or maximum amount of application: The minimum and maximum amount of application from the Distributor will be notified to investors by the Distributor. Details of the method and time limits for paying up and delivering the Securities: see Part B, 8(v) Manner in and date on which results of the offer are to be made public: Investors will be notified by the Distributor of their allocations of Securities and the settlement arrangements in respect thereof. Procedure for exercise of any right or pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Not Applicable Categories of investors to which the Securities are offered and 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 Distributor of its allocation of Securities at the time of such investor's application.
		See Part B, 8(viii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: None
E.4	Description of any interest material to the 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.
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.