Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Barclays PLC Capital/Financing Update 2016

Jan 17, 2016

5250_rns_2016-01-17_0de7b289-5231-4dba-ae4e-82bd6ab6164d.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 4,000,000 Warrant Linked Securities due January 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"). This Final Terms is supplemental to and should be read in conjunction with the GSSP Base Prospectus 5 dated 10 June 2015 as supplemented on 29 June 2015, 7 August 2015, 2 September 2015, 24 September 2015 and 25 November 2015 (the "Base Prospectus"), which constitutes a base prospectus for the purposes 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 this Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to this Final Terms. Words and expressions defined in the Base Prospectus and not defined in the Final Terms shall bear the same meanings when used herein.

The Base Prospectus, and any supplements thereto, are available for viewing at http://irreports.barclays.com/prospectuses-and-documentation/structured-securities/prospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office.

BARCLAYS

Final Terms dated 15 January 2016

PART A – CONTRACTUAL TERMS

1. (a) Series number: NX000178500
(b) Tranche number: 1
2. Currency: GBP
3. Securities:
(a) Aggregate Nominal Amount as at
the Issue Date:
(i)
Tranche:
GBP 4,000,000
(ii) Series: GBP 4,000,000
(b) Specified Denomination: GBP 1
(c) Minimum Tradable Amount: N/A
(d) Calculation Amount: Specified Denomination
4. Issue Price: 100% of par.
5. Issue Date: 15 January 2016
6. Scheduled Redemption Date: 15 January 2020
7. Warrant linked Securities:
(a) Underlying Warrant(s) and
Underlying Warrant Reference
Asset(s):
Warrant (an "Underlying Warrant") linked to the
FTSE 100 Index and the EURO STOXX 50 Index
(the "Underlying Warrant Reference Assets")
issued
by
Barclays
Bank
PLC
(ISIN:
GB00B8MNRL29;
Common
Code:
81374341;
External
Sedol:
B8MNRL2;
Series
number:
NX000178501)
(b) Final Valuation Date: 8 January 2020, subject as specified in General
Condition 5.3 (Relevant defined terms)
(c) Valuation Time: As specified in General Condition 5.3 (Relevant
defined terms)
8. Additional Disruption Event:
(a) Currency Disruption Event: Applicable
as
per
General
Condition
22.1
(Definitions)
(b) Issuer Tax Event: Applicable
as
per
General
Condition
22.1
(Definitions)
(c) Extraordinary Market Disruption: Applicable
as
per
General
Condition
22.1
(Definitions)
9. Form of Securities: Bearer Securities
Permanent Global Security
NGN Form: Applicable
CGN Form: Not Applicable
CDIs: Applicable
10. Trade Date: 8 January 2016
11. Early Redemption Notice Period
Number:
As
specified
in
General
Condition
22.1
(Definitions)
12. Additional Business Centre(s): Not Applicable
13. Determination Agent: Barclays Bank PLC
14. (a) Name of Manager: 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 15 January 2016.

2. RATINGS

Ratings: The Securities have not been individually rated.

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

Save for any fees payable to the Manager(s) and save for any trading and market-making activities of the Issuer and/or its affiliates in the Underlying Warrant and/or the Underlying Warrant Reference Assets 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 Warrant, 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

  • (a) Reasons for the offer: Making profit and/or hedging purposes
  • (b) Estimated net proceeds: Not Applicable
  • (c) Estimated total expenses: Not Applicable

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

The value of the Securities will depend upon the performance of the Underlying Warrant which is: A Warrant linked to the FTSE 100 Index and the EURO STOXX 50 Index issued by Barclays Bank PLC (ISIN: GB00B8MNRL29; Common Code: 81374341; External Sedol: B8MNRL2; Series number: NX000178501).

The Warrant Value in respect of each Underlying Warrant will be published on each Business Day on GB00B8MNRL29=RIC.

Details of the past performance and volatility of the Underlying Warrant Reference Assets may be obtained from Reuters page ".FTSE" in respect of the FTSE 100 Index and Reuters page ".STOXX50E" in respect of the EURO STOXX 50 Index. The terms and conditions of the Underlying Warrant are available on http://group.barclays.com/prospectuses-anddocumentation/structured-securities/final-terms.

Index disclaimers: FTSE 100® Index and EURO STOXX 50® Index.

6. OPERATIONAL INFORMATION

(a) ISIN Code: XS1280738417
(b) Common Code: 128073841
External Sedol: BDFYHY0
(c) Name(s) and address(es) of any
clearing system(s) other than
Euroclear Bank S.A./N.V. and
Clearstream Banking, société
anonyme, and the relevant
Not Applicable

identification number(s):

(d) Delivery: Delivery free of payment

7. TERMS AND CONDITIONS OF THE OFFER

7.1 Authorised Offer(s)

(a) Public Offer: An offer of the Notes may be made, subject to the conditions set out below by the Authorised Offeror(s) (specified in (b) immediately below) other than pursuant to Article 3(2) of the Prospectus Directive in the Public Offer Jurisdiction(s) (specified in (c) immediately below) during the Offer Period (specified in (d) immediately below) subject to the conditions set out in the Base Prospectus and in (e) immediately below.

(b) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where Each financial intermediary specified in (i) and (ii) below:

The United Kingdom

Not Applicable

  • (i) Specific consent: Not Applicable; and
  • (ii) General consent: Applicable: each financial intermediary which (A) is authorised to make such offers under Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, including under any applicable implementing measure in each relevant jurisdiction, and (B) accepts such offer by publishing on its website the Acceptance Statement.

From the open to the close of business on 15

January 2016 (the "Offer Period")

(c) Jurisdiction where the offer may take place (the "Public Offer Jurisdiction"):

the offer takes place (together, the "Authorised Offeror(s)"):

  • (d) Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s):
  • (e) Other conditions for use of the Base Prospectus by the Authorised Offeror(s):

7.2 Other terms and conditions of the offer

(a) Offer Price: The Issue Price
  • (b) Total amount of offer: Aggregate Nominal Amount
  • (c) 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.

(d) Time period, including any possible amendments, during which the offer will be open and description of the application process:

(e) Description of the application process:

  • (f) Details of the minimum and/or maximum amount of application:
  • (g) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
  • (h) Details of method and time limits for paying up and delivering the Securities:
  • (i) Manner in and date on which results of the offer are to be made public:
  • (j) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
  • (k) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
  • (l) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.

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 Public Offer Jurisdiction during the Offer Period

Applications for the Securities can be made in the Public Offer Jurisdiction through the Authorised Offeror during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Authorised Offeror. Distribution will be in accordance with the Authorised Offeror's usual procedures, notified to investors by the Authorised Offeror.

The minimum and maximum amount of application from the Authorised Offeror will be notified to investors by the Authorised Offeror.

Not Applicable

Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.

Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.

Not Applicable

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.

Not Applicable

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

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 holders 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
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.
Securities The Issuer consents to the use of the Base Prospectus and these Final Terms
with respect to the subsequent resale or final placement of Securities (a
"Public Offer") which satisfies all of the following conditions:
(a)
the Public Offer is only made in the United Kingdom; and
(b)
the Public Offer is only made on 15 January 2016 from open to close
of business hours (the "Offer Period"); and
(c)
the Public Offer is only made by any financial intermediary which (i)
is authorised to make such offers under the Markets in Financial
Instruments
Directive
(Directive
2004/39/EC
of
the
European
Parliament and of the Council) and (ii) has published on its website
that it is using the Base Prospectus in accordance with the Issuer's
consent
and
the
conditions
attached
thereto
(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
The Issuer is a public limited company registered in England and Wales.
The principal laws and legislation under which the Issuer operates are the
laws of England and Wales including the Companies Act.
under which
the Issuer
operates and
country of
incorporation
of the Issuer
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 "Bank Group" or "Barclays") 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 Bank 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, leverage, liquidity and funding requirements (for example, pursuant
to the fourth Capital Requirements Directive (CRD IV)). Any future
regulatory changes may restrict the Bank 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 structure and management of the Bank
Group;

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, increased
regulation and procedures for the protection of customers and clients of
financial services firms and an increased willingness on the part of
regulators to investigate past practices, vigorously pursue alleged
violations and impose heavy penalties on financial services firms;

increased levels of legal proceedings in jurisdictions in which the Bank
Group does business, including in the form of class actions;

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');

the United Kingdom Financial Services (Banking Reform) Act 2013
which gives United Kingdom authorities powers to implement measures
for, among others: (i) the separation of the United Kingdom and EEA
retail banking activities of the largest United Kingdom banks into a
legally, operationally and economically separate and independent entity
(so-called
'ring-fencing');
(ii)
statutory
depositor
preference
in
insolvency; and (iii) a 'bail-in' stabilisation option; and
changes in competition and pricing environments.
B.5 Description of
the group and
the Issuer's
position within
the group
Barclays 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 Bank
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 Bank Group's audited financial information for the year ended
31 December 2014, the Bank Group had total assets of £1,358,693 million
(2013: £1,344,201 million), total net loans and advances of £470,424 million
(2013: £474,059 million), total deposits of £486,258 million (2013:
£487,647 million), and total shareholders' equity of £66,045 million (2013:
£63,220 million) (including non-controlling interests of £2,251 million
(2013: £2,211 million)). The profit before tax from continuing operations of
the Bank Group for the year ended 31 December 2014 was £2,309 million
(2013: £2,885 million) after credit impairment charges and other provisions
of £2,168 million (2013: £3,071 million). The financial information in this
paragraph is extracted from the audited consolidated financial statements of
the Issuer for the year ended 31 December 2014.
Based on the Bank Group's unaudited financial information for the six
months ended 30 June 2015, the Bank Group had total assets of
£1,197,555m (30 June 2014: £1,315,492m), total net loans and advances of
£475,826m (30 June 2014: £486,385m), total deposits of £494,423m (30
June 2014: £505,873m), and total shareholders' equity of £65,710m (30
June 2014: £65,119m) (including non-controlling interests of £2,153m (30
June 2014: £2,130m). The profit before tax from continuing operations of
the Bank Group for the six months ended 30 June 2015 was £3,147m (30
June 2014: £2,504m) after credit impairment charges and other provisions of
£973m (30 June 2014: £1,086m). The financial information in this
paragraph is extracted from the unaudited consolidated financial statements
of the Bank for the six months ended 30 June 2015.
Not Applicable: there has been no significant change in the financial or
trading position of the Bank Group since 30 September 2015.
There has been no material adverse change in the prospects of the Issuer
since 31 December 2014.
B.13 Recent events
particular to
the Issuer
which are
materially
relevant to the
evaluation of
Issuer's
solvency
Not Applicable.
B.14 Dependency of
the Issuer on
other entities
within the
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 Bank
Group.
The financial position of the Issuer is dependent on the financial position of
group its subsidiary undertakings.
B.15 Description of
the Issuer's
The Bank Group is a major global financial services provider engaged in
retail and commercial banking, credit cards, investment banking, wealth
principal
activities
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.
Section C – Securities
C.1 Type and class
of Securities
Securities described in this Summary (the "Securities") are derivative
securities and are issued as notes.
being offered
and/or
The Securities will not bear interest.
admitted to
trading
If the Securities have not redeemed early they will redeem on the scheduled
redemption date and the amount paid will be a redemption amount that is
linked to the change in value of one or more specified warrants which may
fluctuate up or down depending on the performance of the reference asset(s)
to which they are linked.
Securities will be cleared through a clearing system and may be held in
bearer form. Certain Securities may be in dematerialised and uncertificated
book-entry form. Title to cleared Securities will be determined by the books
of the relevant clearing system.
Securities will be issued in one or more series (each a "Series") and each
Series may be issued in tranches (each a "Tranche") on the same or
different issue dates. The Securities of each Series are intended to be
interchangeable with all other Securities of that Series. Each Series will be
allocated a unique Series number and an identification code.
The Securities are transferable obligations of the Issuer that can be bought
and sold by investors in accordance with the terms and conditions set out in
the Base Prospectus as completed by the final terms document (the "Final
Terms").
Form: The Securities will initially be issued in global bearer form and may
be exchanged for definitive securities if the clearing system ceases doing
business, or if the Issuer fails to make payments when due. Interests in the
Securities will be constituted through the
issuance of dematerialised
depository interests ("CDIs"), issued, held and transferred through
Euroclear UK & Ireland Limited (formerly known as CRESTCO Limited)
("CREST").
Identification: Series number: NX000178500; Tranche number: 1
Identification
Codes:
ISIN Code:
XS1280738417; Common
Code:
128073841; External Sedol: BDFYHY0.
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 are offered and sold outside the United States to non-US persons
in reliance on 'Regulation S' and must comply with transfer restrictions with
respect to the United States. Securities held in a clearing system will be
transferred in accordance with the rules, procedures and regulations of that
clearing system.
Securities Subject to the above, the Securities will be freely transferable.
C.8 Description of RIGHTS
rights attached
to the
Securities and
limitations to
those rights;
ranking of the
Securities
Each Security includes a right to a potential return and an amount payable
on redemption, together with certain ancillary rights such as the right to
receive notice of certain determinations and events and to vote on future
amendments.
Taxation: All payments in respect of the Securities shall be made without
withholding or deduction for or on account of any UK taxes unless such
withholding or deduction is required by law.
Events of default: If the Issuer fails to make any payment due under the
Securities or breaches any other term and condition of the Securities in a
way that is materially prejudicial to the interests of the holders (and, in each
case, such failure is not remedied within 30 days) or the Issuer is subject to a
winding-up order (other than in connection with a scheme of reconstruction,
merger or amalgamation), the Securities will become immediately due and
payable, upon notice being given by the holder.
LIMITATION TO RIGHTS
Notwithstanding that the Securities are linked to the performance of the
underlying asset(s), Holders do not have any rights in respect of the
underlying assets(s). The terms and conditions of the Securities contain
provisions for calling meetings of holders to consider matters affecting their
interests generally and these provisions permit defined majorities to 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.
Furthermore, in certain circumstances, the Issuer may amend the terms and
conditions of the Securities, without the holders' consent. The terms and
conditions of the Securities permit the Issuer and the Determination Agent
(as the case may be), on the occurrence of certain events and in certain
circumstances, without the holders' consent, to make adjustments to the
terms and conditions of the Securities, to redeem the Securities prior to
maturity, (where applicable) to postpone valuation of the underlying asset(s)
or scheduled payments under the Securities, to change the currency in which
the Securities are denominated, to substitute the Issuer with another
permitted entity subject to certain conditions, and to take certain other
actions with regard to the Securities and the underlying asset(s) (if any).
RANKING
The Securities are direct, unsubordinated and unsecured obligations of the
Issuer and rank equally among themselves.
C.11 Admission to
trading
Securities may be admitted to trading on a regulated market in the United
Kingdom.
Application is expected to be made by the Issuer (or on its behalf) for the
Securities to be admitted to trading on the regulated market of the London
Stock Exchange with effect from 15 January 2016.
C.15 Description of
how the value
of the
investment is
affected by the
value of the
underlying
instrument
The return on, and value of, the Securities will be linked to changes in the
value of the Index Linked Warrants issued by Barclays Bank PLC (ISIN:
GB00B8MNRL29; Common Code: 81374341; External Sedol: B8MNRL2;
Series number: NX000178501), the "Underlying Warrant", the value of
which is dependent on the performance of the FTSE 100 Index and the
EURO STOXX 50 Index (each an
"Underlying Warrant Reference
Asset").
Interest
The Securities will not bear interest.
Final redemption
The Securities are scheduled to redeem on 15 January 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 8 January 2020,
being the final valuation date, divided by the value of the Underlying
Warrant on 15 January 2016, 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 is 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.
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 or physically impracticable, (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.
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,
unlawfulness or physical impracticability, as the case may be, occurs.
The value of the Underlying Warrant will be published on each Business
Day on GB00B8MNRL29=RIC. Details of the past and future performance
and the volatility of the Underlying Warrant Reference Assets may be
obtained from Reuters page ".FTSE" in respect of the FTSE 100 Index and
Reuters page ".STOXX50E" in respect of the EURO STOXX 50 Index.
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 15 January 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. Securities may be cleared and settled through Euroclear,
Clearstream or CREST.
Securities will be delivered on 15 January 2016 (the "Issue Date") free of
payment of the issue price of the Securities.
The Securities are cleared and settled through Euroclear/Clearstream.
Interests in the Securities will be constituted through the issuance of CDIs,
issued, held, settled and transferred through CREST, representing interests
in the Securities underlying the CDIs. CDIs are independent securities under
English law and will be issued by Barclays Bank PLC. Holders of CDIs will
not be entitled to deal in the Securities directly and all dealings in the
Securities must be effected through CREST in relation to the holding of
CDIs.
C.18 Description of
how the return
on derivative
securities takes
place
The value of and return (if any) on the Securities will be linked to changes in
the value of the Underlying Warrant, the value of which is dependent on the
performance of the Underlying Warrant Reference Assets.
C.19 Final reference
price of the
underlying
The amount payable in respect of the Securities will be calculated using the
value of the Underlying Warrant on 15 January 2016 (the initial valuation
date) and the value of the Underlying Warrant on 8 January 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 determined by
reference to the Underlying Warrant (ISIN: GB00B8MNRL29; Common
Code:
81374341;
External
Sedol:
B8MNRL2;
Series
number:
NX000178501).
Information
can
be
found
on
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
Business conditions and the general economy: Weak or deteriorating
economic conditions or political instability in one or a number of countries
in any of the Bank Group's main business markets or any other globally
significant economy could have a material adverse effect on the Bank
Group's operations, financial condition and prospects.
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. Credit risk and, consequently, the Bank Group's performance
may also be adversely affected by the impact of deteriorating economic
conditions (and their effects, including higher interest rates, falling property
prices and potential instability or economic uncertainty) and risks relating to
sovereign debt crises, Eurozone exit or a slowing or withdrawing of
monetary stimulus. If some or all of these conditions arise, persist or worsen,
they may have a material adverse effect on the Bank Group's operations,
financial condition and prospects. In addition, the Issuer holds a significant
portfolio of assets which (i) remain illiquid, (ii) are valued based on
assumptions, judgements and estimates which may change over time and
(iii) which are subject to further deterioration and write downs.
Market risk: The Issuer is at risk from its earnings or capital being reduced
due to changes in the level or volatility of positions in its trading books and
being unable to hedge its banking book balance sheet at market levels. These
risks could lead to significantly lower revenues, which could have an
adverse impact on the Bank Group's operations, financial condition and
prospects.
Funding risk: The Bank Group is exposed to the risk that it may not be able
to achieve its business plans due to: an inability to maintain appropriate
capital ratios; or inability to meet its obligations as they fall due; or adverse
changes in interest rates impacting structural hedges and/or the impact of
changes in foreign exchange rates on capital ratios. These risks could have
an adverse impact on the Bank Group's operations, financial condition and
prospects.
Legal, competition and regulatory risk: The Bank Group is subject to
extensive and comprehensive regulation under the laws of the various
jurisdictions in which it does business. The Bank Group has also, in recent
years, faced a risk of increased level of legal proceedings in these
jurisdictions, in particular, the US. The Bank Group also faces existing
regulatory and other investigations in various jurisdictions.
The Bank Group may incur significant additional expense in connection
with existing and potential future legal and regulatory proceedings including
for non-compliance by the Bank Group with applicable laws, regulations
and codes. This could expose the Bank Group to: substantial monetary
damages; loss of significant assets; other penalties and injunctive relief;
potential for criminal prosecution in certain circumstances; potential
regulatory restrictions on the Bank Group's business; and/or have a negative
effect on the Bank Group's reputation, any of which could have an adverse
impact on the Bank Group's operations, financial condition and prospects.
Regulatory risks: The regulatory environment in which the Bank Group
operates is subject to significant levels of change. There is a risk that such
changes to the regulatory environment may adversely affect the Bank
Group's business, capital and risk management planning and/or may result in
the Bank Group increasing capital, reducing leverage, deciding to modify its
legal entity structure, deciding to change how and where capital and funding
is deployed within the Bank Group, require the Bank Group to increase its
loss-absorbing
capacity
and/or
undertake
potential
modifications
to
Barclays' business mix and model (including potential exit of certain
business activities). In addition, the risk of such regulatory change will
continue to require senior management attention and consume significant
levels of business resources.
The Bank Group faces significant regulatory scrutiny (for example in
relation to systems and controls) in many of the jurisdictions in which it
operates, particularly in the United Kingdom and the US Non-compliance
with the applicable laws, regulations or codes could lead to fines, public
reprimands, damage to reputation, increased prudential requirements,
changes to the Bank Group's structure and/or strategy, enforced suspension
of operations or, in extreme cases, withdrawal of authorisations to operate,
as well as costs relating to investigations and remediation of affected
customers.
Conduct and Reputation risks: The Bank Group is exposed to the risk of
inappropriate execution of its business activities or failures in corporate
governance or management (for example, if Barclays were to provide
funding or services to clients without fully implementing anti-money
laundering, anti-bribery or similar controls), or the perception thereof, may
cause detriment to customers, clients or counterparties and may lead to
reputational damage and reduce the attractiveness of the Bank Group to
stakeholders. This may, in turn, lead to negative publicity, loss of revenue,
litigation, higher scrutiny and/or intervention from regulators, regulatory or
legislative action, loss of existing or potential client business, reduced
workforce morale, and difficulties in recruiting and retaining talent.
Sustained conduct and reputational damage could affect the Bank Group's
operations, financial condition and prospects.
Risk relating to United Kingdom bail-in power: The Bank Recovery and
Resolution Directive grants supervisory authorities power to cancel all or a
portion of the principal amount of, or interest on, certain unsecured
liabilities of a failing financial institution (which could include Securities
issued by the Issuer hereunder), and/or to convert certain debt claims into
another security, including ordinary shares. Under the Banking Act 2009 of
the United Kingdom as amended, the bail-in option is introduced to enable
the United Kingdom resolution authority to recapitalise a failed institution
by allocating losses to its shareholders and unsecured creditors. There
remains uncertainty regarding the specific factors which the United
Kingdom resolution authority would consider in deciding whether to
exercise the United Kingdom bail-in power. Holders of the Securities may
have only limited rights to challenge any decision of the United Kingdom
resolution authority exercising its United Kingdom bail-in power.
D.6 Key
information on
You may lose up to the entire value of your investment if the Issuer fails
or is otherwise unable to meet its payment obligations.
the key risks
that are
specific to the
Securities; and
risk warning
that investors
may lose some
or all of the
value of their
investment
You may also lose the value of your investment if:
the Underlying Warrant(s) (or the Underlying Warrant Reference

Asset(s) and in turn the Underlying Warrant(s)) perform in such a
manner that the redemption amount payable to you (whether at
maturity or following an early redemption) is less than the initial
purchase price and could be as low as zero;
you sell your Securities prior to maturity in the secondary market (if

any) at an amount that is less than the initial purchase price; and/or
the Securities are redeemed early following the occurrence of an

extraordinary event in relation to the Underlying Warrant, the Issuer,
the relevant currencies or taxation (such as following an additional
disruption event) and the amount you receive on such early redemption
is less than the initial purchase price.
Reinvestment risk/loss of yield: Following an early redemption of your
Securities for any reason, you may be unable to reinvest the redemption
proceeds at an effective yield as high as the yield on the Securities being
redeemed.
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 Warrant(s) (or the Underlying Warrant Reference
Asset(s) and in turn the Underlying Warrant(s)).
Securities are not 'principal protected': Upon maturity of your Securities,
you may lose some or all of the capital that you invested, depending on the
performance of the Underlying Warrant(s) (or the Underlying Warrant
Reference Asset(s) and in turn the Underlying Warrant(s)).
Securities include embedded derivatives on Underlying Asset(s) that are
subject to adjustment:
The Securities are linked to the Underlying
Warrant(s) which are in turn linked to the Underlying Warrant Reference
Asset(s). The Underlying Warrant(s) are subject to provisions which provide
for adjustments and modifications of their terms and alternative means of
valuation of the Underlying Warrant Reference Asset(s) in certain
circumstances (and which could be exercised by the issuer of the Underlying
Warrant(s) in a manner which has an adverse effect on the market value
and/or amount repayable in respect of your Securities).
Risks relating to Underlying Warrants: You 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 Asset(s)
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) between15 January 2016 and
8 January 2020. 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.
You should also note that the market value of both your Securities and the
Underlying Warrant(s) will be affected by the ability, and the perceived
ability, of the Issuer to fulfil its obligations under the instruments. The
impact of any inability, or perceived inability, of the Issuer in this regard
may be greater in respect of the Securities as the Securities are linked to
Underlying Warrant(s) that are issued by the Issuer and it may negatively
affect both the value of the Underlying Warrant(s) and the value of your
Securities.
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 Warrant
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 your Securities.
The capital invested in the Securities is at risk. Consequently, you may lose
the value of your 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 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.
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 Manager(s) at the time
of each issue.
The Securities are offered subject to the following conditions:
Offer Price: 100% of 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 Offer Period.
Applications for the Securities can be made in the Public Offer Jurisdiction
through the Authorised Offeror during the Offer Period. The Securities will
be placed into the Public Offer Jurisdiction by the Authorised Offeror.
Distribution will be in accordance with the Authorised Offeror's usual
procedures, notified to investors by the Authorised Offeror.
Details of the minimum and/or maximum amount of application: The
minimum and maximum amount of application from the Authorised Offeror
will be notified to investors by the Authorised Offeror.
Description of possibility to reduce subscriptions and manner for
refunding excess amount paid by applicants: Not Applicable
Details of the method and time limits for paying up and delivering the
Securities: The Issue Date
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.
Procedure for exercise of any right of pre-emption, negotiability of
subscription rights and treatment of subscription rights not exercised:
Not Applicable
Process for notification to applicants of the amount allotted and
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.
Amount of any expenses and taxes specifically charged to the subscriber
or purchaser: 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
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 the
issue/offer,
including
conflicting
interests
The relevant Manager(s) or authorised offeror(s) 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 Manager(s) or authorised
offeror(s) 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 holders.
E.7 Estimated
expenses
charged to
investor by
issuer/offeror
The Issuer will not charge any expenses to holders in connection with any
issue of Securities. Offerors may, however, charge expenses to holders.
Such expenses (if any) will be determined by agreement between the offeror
and the holders at the time of each issue.