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Barclays PLC — Capital/Financing Update 2016
Jan 17, 2016
5250_rns_2016-01-17_0de7b289-5231-4dba-ae4e-82bd6ab6164d.pdf
Capital/Financing Update
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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: |
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| (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) |
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| (b) Final Valuation Date: | 8 January 2020, subject as specified in General Condition 5.3 (Relevant defined terms) |
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| (c) Valuation Time: | As specified in General Condition 5.3 (Relevant defined terms) |
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| 8. | Additional Disruption Event: | |||
| (a) Currency Disruption Event: | Applicable as per General Condition 22.1 (Definitions) |
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| (b) Issuer Tax Event: | Applicable as per General Condition 22.1 (Definitions) |
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| (c) Extraordinary Market Disruption: | Applicable as per General Condition 22.1 (Definitions) |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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: |
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| (a) the Public Offer is only made in the United Kingdom; and |
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| (b) the Public Offer is only made on 15 January 2016 from open to close of business hours (the "Offer Period"); and |
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| (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"). |
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| 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. |
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| 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 |
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|---|---|---|
| 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; |
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| 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; |
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| increased levels of legal proceedings in jurisdictions in which the Bank Group does business, including in the form of class actions; |
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| 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'); |
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| 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 |
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| changes in competition and pricing environments. |
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| 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. |
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|---|---|---|
| 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. |
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| 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. |
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| 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. |
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| 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"). |
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| 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"). |
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| Identification: Series number: NX000178500; Tranche number: 1 | ||
| Identification Codes: ISIN Code: XS1280738417; Common Code: 128073841; External Sedol: BDFYHY0. |
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| 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. |
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| 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. |
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| 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. |
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| 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). |
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| RANKING | ||
| The Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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; |
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| 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 |
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| 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. |
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| 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. |
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| 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: |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Not Applicable |
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| Details of the method and time limits for paying up and delivering the Securities: The Issue Date |
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| 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. |
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| Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Not Applicable |
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| 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 |
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|---|---|---|
| placers in the various countries where the offer takes place: Not Applicable |
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| 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. |