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Barclays PLC Capital/Financing Update 2014

May 13, 2014

5250_rns_2014-05-13_74e3acd9-cf87-4028-9232-c33f74359eb3.pdf

Capital/Financing Update

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Final Terms

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 1,500,000 Floating Rate Securities due May 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 1 dated 14 May 2013 as supplemented on 10 October 2013, 23 December 2013 and 4 April 2014, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to these Final Terms.

available The Base Prospectus for viewing is 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 13 May 2014

Part A - CONTRACTUAL TERMS

1. a. Series number: NX000149861
b. Tranche number: 1
2. Currency: Pounds sterling ("GBP")
3. Securities:
a. Aggregate Nominal
Amount as at the Issue
Date:
(i) Tranche: GBP 1,500,000
(ii) Series: GBP 1,500,000
b. Specified Denomination: GBP 100,000 and integral multiples of GBP
1,000 in excess thereof up to and including GBP
199,000
C. Calculation Amount: GBP 1,000
d.
Amount:
Minimum Tradable Not Applicable
4. Issue Price: 100 per cent. of the Aggregate Nominal
Amount
5. a. Issue Date: 13 May 2014
b. Interest Commencement
Date:
Issue Date
6. Scheduled Redemption Date: 13 May 2020
Provisions relating to interest (if any) payable
7. Type of Interest: Floating Rate Interest
a. Interest Payment Date(s): Quarterly on 13 February, 13 May, 13 August
and 13 November from and including 13
August 2014 to and including the Scheduled
Redemption Date, adjusted in accordance with
the Business Day Convention.
b. Interest Period End Date(s): Each Interest Payment Date
8. Switch Option: Not Applicable
9. Fixed Rate Interest provisions: Not Applicable
10. Floating Rate Interest provisions: Applicable
a. ISDA Determination: Not Applicable
b. Screen Rate Determination: Applicable
- Reference Rate: GBP LIBOR
- Designated Maturity: 3 Months
- Offered Quotation: Applicable
- Arithmetic Mean: Not Applicable
- Interest Determination
Date:
- Relevant Screen Page:
As set out in General Condition 5.2 (Floating
Rate Interest)
Reuters LIBOR01 page
- Relevant Screen Time: 11.30 a.m., London time
C. Cap Rate: 6.75%
d. Floor Rate: 2.00%
e. Participation: Not Applicable
f. Spread: Plus 0.50% per annum.
g. Day Count Fraction: Actual/365 (fixed)
h. Details of any short or long
Interest Calculation Period:
Not Applicable
11. Zero Coupon Provisions: Not Applicable
12. Inflation-Linked Interest provisions: Not Applicable
Provisions relating to redemption
13. Optional Early Redemption: Not Applicable
14. Issuer call option provisions Not Applicable
15. Holder put option provisions Not Applicable
16. Final Redemption Type: Bullet Redemption
17. Bullet Redemption provisions: Applicable
Final Redemption Percentage: 100%
18. provisions: Inflation-Linked Redemption Not Applicable
19. Early Cash Settlement Amount: Par
20. Form of Securities: Global Bearer Securities: Temporary Global
Security, exchangeable for a Permanent Global
Security
NGN Form: Applicable
Held under the NSS: Not Applicable
CGN Form: Not Applicable
CDIs: Not Applicable
21. Trade Date: 28 April 2014
22. Early Redemption Notice Period
Number:
Condition
25.1
General
As
set out
in
(Definitions)
23. Additional Business Centre(s): With regard to payments: London and a
Clearing System Business Day
24. Business Day Convention: Modified Following
25. Determination Agent: Barclays Bank PLC
26. Common Safekeeper: The Bank of New York Mellon
27. Registrar: Not Applicable
28. CREST Agent: Not Applicable
29. Transfer Agent: Not Applicable
30. a. Name 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
31. Registration Agent: Not Applicable
32. Masse Category: Not Applicable
33. Governing Law: English Law
34. Change in Law - Hedging: Not Applicable
35. Hedging Disruption: Not Applicable
36. Increased Cost of Hedging: Not Applicable

Part B - OTHER INFORMATION

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 with effect from the Issue
Date.
Estimate of total expenses related
to admission to trading:
GBP 300
-

RATINGS 2.

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 issue 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

$51$ HISTORIC INTEREST RATES

Details of historic LIBOR rates can be obtained from Reuters Screen Page: LIBOR01

OPERATIONAL INFORMATION 6.

(i) ISIN: XS1037706451
(ii) Common Code: 103770645
(iii) Relevant Clearing System(s): Clearstream, Euroclear
(iv) Delivery: Delivery free of payment.
(v) Name and address of additional
Paying Agent(s) (if any):
Not Applicable

SUMMARY

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 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.
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
B.4b
Domicile and
legal form of the
Issuer, legislation
under which the
Issuer operates
and country of
incorporation of
the Issuer
Known trends
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.
The business and earnings of the Issuer and its subsidiary undertakings
affecting the (together, the "Group") can be affected by the fiscal or other policies and
Issuer and
industries in
which the Issuer
operates
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-
and UK-headquartered global systemically
fenced
banks
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 Issuer's
position within
the group
The Group is a major global financial services provider. 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 2013, the Group had total assets of £1,312,840 million (2012:
£1,488,761 million), total net loans and advances of £468,664 million
(2012: £464,777 million), total deposits of £482,770 million (2012:
£462,512 million), and total shareholders' equity of £63,220 million (2012:
£59,923 million) (including non-controlling interests of £2,211 million
(2012: £2,856 million)). The profit before tax from continuing operations
of the Group for the year ended 31 December 2013 was £2,855 million
(2012: £650 million) after credit impairment charges and other provisions
of £3,071 million (2012: £3,340 million). The financial information in this
paragraph is extracted from the audited consolidated financial statements
of the Issuer for the year ended 31 December 2013.
There has been no material adverse change in the prospects of the Issuer
or the Group since 31 December 2013.
There has been no significant change in the financial or trading position of
the Issuer or the Group since 31 December 2013.
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%, 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.14 Dependency of
the 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
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.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.
B.17 Credit ratings
assigned to the
Issuer or its debt
securities
The short term unsecured obligations of the Issuer are rated A by
Standard & Poor's Credit Market Services Europe Limited, P-1 by Moody's
Investors Service Ltd. and F1 by Fitch Ratings Limited and the long-term
obligations of the Issuer are rated A by Standard & Poor's Credit Market
Services Europe Limited, A2 by Moody's Investors Service Ltd. and A by
Fitch Ratings Limited. A specific issue of Securities may be rated or
unrated.
Ratings: This issue of Securities will not be rated.
Section C - Securities
C.1 Type and class of
Securities being
offered and/or
Securities (the "Securities") may be debt securities or, where the
repayment terms are linked to the performance of a specified inflation
index, derivative securities.
admitted to
trading
Securities will either bear interest at either a fixed or floating rate, or a rate
that is calculated by reference to movements in a specified inflation index,
or be zero coupon securities (which do not pay interest). Securities may
include an option for the Issuer to switch the fixed rate to a floating rate, or
vice versa, at its election.
Securities may include an option for the Securities to be redeemed prior to
maturity at the election of the Issuer or the investor.
If Securities are not redeemed early they will redeem on the scheduled
redemption date and the amount paid will either be a fixed redemption
amount, or an amount linked to the performance of a specified inflation
index.
Securities may be cleared through a clearing system or uncleared and 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.
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 (the "General Conditions"), as completed by the
final terms document (the "Final Terms") (the General Conditions as so
completed, the "Conditions").
Interest: The interest payable in respect of the Securities will be
determined by reference to a floating rate of interest.
Call or Put option: Not applicable.
Final redemption: The final redemption amount will be 100 per cent of
GBP 1,000 (the calculation amount).
Form: The Securities will initially be issued in global bearer form.
Identification: Series number: NX000149861; Tranche number: 1.
Identification
Codes: ISIN Code: XS1037706451; Common
Code:
103770645.
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
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.
transferability of
the Securities
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
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.
and limitations
to those rights;
ranking of the
Securities
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 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, the terms 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 either the face value, the amortised amount or the market value of
the Securities (which, in the latter case may include deductions for hedging
termination and funding breakage costs).
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.
The issue price of the Securities is 100 per cent. The minimum
denomination of each Series is GBP 1,000 (the "Calculation Amount").
Upon the occurrence of a change in applicable law, a currency 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 by the Issuer and/or
the Securities may be redeemed early. Upon such early redemption, the
amount paid will be equal to GBP 1,000 (the face value).
C.9 Interest/
Redemption
Interest: Securities will either bear interest at either a fixed or floating rate,
or a rate that is calculated by reference to movements in a specified
inflation index, or be zero coupon securities (which do not pay interest).
Securities may include an option for the Issuer to switch the fixed rate to a
floating rate, or vice versa, at its election.
Final Redemption: The amount payable on final redemption of the
Securities will be fixed at a percentage of the calculation amount of the
Securities, or may reference the calculation amount of the Securities
(being the minimum denomination of the Securities) as adjusted upwards
or downwards to account for movements in an inflation index.
Optional Early Redemption: Certain Securities may be redeemed earlier
than the scheduled redemption date following the exercise of a call option
by the Issuer or the exercise of a put option by a holder of the Securities.
Mandatory Early Redemption: Securities may also be redeemed earlier
than the scheduled redemption date if performance of the Issuer's
obligations becomes illegal or, if the determination agent so determines,
following cessation of publication of an Inflation Index, or following the
occurrence of a change in applicable law, a currency disruption or a tax
event affecting the Issuer's ability to fulfil its obligations under the
Securities.
INTEREST
Floating Rate Interest: Each Security will bear interest from 13 May 2014
and will pay an amount of interest linked to the Floating Rate (as defined
below) at the end of each interest calculation period on 13 February, 13
May, 13 August and 13 November in each year (each, an "Interest Payment
Date").
The applicable rate of interest ("Rate of Interest") will be equal to the
Floating Rate and then applying $+$ 0.50% per annum, provided that such
rate shall not be greater than 6.75% or less than 2.00%.
"Floating Rate" means a rate determined by the determination agent equal
to the floating rate referencing Reuters Screen LIBOR01 Page at 11.30 a.m.
London time on the date for determining the floating rate.
FINAL REDEMPTION
The Securities are scheduled to redeem on 13 May 2020 by payment by
the Issuer of an amount in GBP per GBP 1,000 equal to GBP 1,000
multiplied by 100%.
OPTIONAL EARLY REDEMPTION
These Securities cannot be redeemed early at the option of the Issuer or
the holder.
C.21 Market where
Securities are
traded
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 or the United Kingdom.
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 13 May 2014.
Section D - Risks
D.2 Key information Credit Risk: The Issuer is exposed to the risk of suffering loss if any of its
on the key risks
that are specific
to the Issuer
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 our 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.3 Key information
on the key risks
that are specific
to the Securities
Investors in Securities may lose up to the entire value of their investment:
Even if the relevant Securities are stated to be repayable at an amount that
is equal to or greater than their initial purchase price, the investor is still
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 or a tax event affecting the Issuer's ability to
fulfil its obligations under the Securities) 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; and the
Issuer's creditworthiness or perceived creditworthiness.
Risks relating to Floating Rates: The performance of floating interest rates
is dependent upon a number of factors, including supply and demand on
the international money markets, which are influenced by measures taken
by governments and central banks, as well as speculations and other
macroeconomic factors.
Section E - Other
E.4 Description of
any interest
material to the
issue/offer,
including
conflicting
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.
interests 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 The Issuer will not charge any expenses to investors in connection with any
expenses issue of Securities. Offerors may, however, charge expenses to investors.
charged to Such expenses (if any) will be determined by agreement between the
investor by offeror and the investors at the time of each issue.
issuer/offeror Not Applicable; no expenses will be charged to the investor by the issuer or
the offeror.