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Barclays PLC Capital/Financing Update 2016

Feb 11, 2016

5250_rns_2016-02-11_8b151e91-f94f-4bd9-bb95-57f62959e815.pdf

Capital/Financing Update

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BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

EUR 300,000,000 Securities due February 2020 pursuant to the Global Structured Securities Programme (the Tranche 1 Securities) Issue Price: 100 per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms are supplemental to and should be read in conjunction with the GSSP Base Prospectus 1 dated 8 October 2015 as supplemented on 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 these Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to these Final Terms.

The Base Prospectus, 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. Words and expressions defined in the Base Prospectus and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 11 February 2016

Part A – CONTRACTUAL TERMS

1. a.
Series number:
NX000179112
b. Tranche number: 1
2. Settlement Currency: Euro (EUR)
3. Exchange Rate: Not Applicable
4. Securities:
a.
Aggregate Nominal Amount as at the
Issue Date:
(i) Tranche: EUR 300,000,000
(ii) Series: EUR 300,000,000
b. Specified Denomination: EUR 100,000
c.
Minimum Tradable Amount:
Not Applicable
5. Issue Price: 100 per cent of the Aggregate Nominal Amount
6. Issue Date: 11 February 2016
7. Interest Commencement Date: Issue Date
8. Scheduled Redemption Date: 9 February 2020
9. Calculation Amount: Specified Denomination
Provisions relating to interest (if any) payable
10. Type of Interest: Floating Rate Interest
a.
Interest Payment Date(s):
27 January, 27 April, 27 July and 27 October in
each year from and including 27 April 2016 to and
including the Scheduled Redemption Date, adjusted
in accordance with the Business Day Convention.
b. Interest Period End Date(s): Each Interest Payment Date
11. Switch Option: Not Applicable
12. Fixing Date – Interest: Not Applicable
13. Fixing Time – Interest: Not Applicable
14. Fixed Rate Interest provisions: Not Applicable
15. Floating Rate Interest provisions: Applicable
a.
Floating Interest Rate Determination:
Applicable
- Reference Rate: EURIBOR
- Designated Maturity: 3 Months
- Offered Quotation: Applicable
- Arithmetic Mean: Not Applicable
- Interest Determination Date: As set out in General Condition 6.7 (Determination
of a Floating Rate)
- Relevant Screen Page: Reuters Screen EURIBOR01 Page
- Relevant Time: 11 a.m. Brussels time
b. CMS Rate Determination: Not Applicable
c. Cap Rate: Not Applicable
d. Curve Cap: Not Applicable
e. Floor Rate: 0.00%
f.
Participation:
Not Applicable
g. Spread: Plus 0.37% per annum
h. Day Count Fraction: Actual/360
i.
Details of any short or long Interest
Calculation Period:
To the extent that any Interest Calculation Period is
shorter or longer than 3 months, the floating rate
shall be interpolated to the relevant maturity
Linear Interpolation: Applicable
j.
Range Accrual:
Not Applicable
16. Inverse Floating Rate Interest provisions: Not Applicable
17. Inflation-Linked Interest provisions: Not Applicable
18. Digital Interest Provisions: Not Applicable
19. Spread-Linked Interest Provisions: Not Applicable
20. Zero Coupon Provisions: Not Applicable
Provisions relating to redemption
21. a.
Optional Early Redemption:
Not Applicable
22. Call provisions Not Applicable
23. Put provisions Not Applicable
24. Final Redemption Type: Bullet Redemption
25. Bullet Redemption provisions: Applicable
Final Redemption Percentage: 100%
26. Inflation-Linked Redemption
Not Applicable
provisions:
27. Early Cash Settlement Amount: Par
a. Final Redemption Floor
Unwind Costs:
Not Applicable
28. Fixing Date – Redemption: Not Applicable
Fixing Time – Redemption: Not Applicable
Change in Law: Applicable
Currency Disruption Event: Applicable
Issuer Tax Event: Applicable
Extraordinary Market
Disruption:
Applicable
Hedging Disruption: Not Applicable
Increased Cost of Hedging: Not Applicable
Settlement Expenses: Not Applicable
FX Disruption Fallbacks
(General Condition 10
(Consequences of FX Disruption
Events)):
Not Applicable
Disruptions

General Provisions

38. Form of Securities: Global Bearer Securities: Permanent Global Security
NGN Form: Applicable
Held under the NSS: Not Applicable
CGN Form: Not Applicable
CDIs: Not Applicable
39. Trade Date: 4 February 2016
40. Early Redemption Notice Period
Number:
As set out in General Condition 28.1 (Definitions)
41. Additional Business Centre(s): Not Applicable
42. Business Day Convention: Modified Following
43. Determination Agent: Barclays Bank PLC
44. Registrar: Not Applicable
45. CREST Agent: Not Applicable
46. Transfer Agent: Not Applicable
47. a.
Name of Manager:
Barclays Bank PLC
b. Date of underwriting
agreement:
Not Applicable
c.
Names and addresses of
secondary trading
intermediaries and main
terms of commitment:
Not Applicable
    1. Registration Agent: Not Applicable
    1. Masse Category: Not Applicable
    1. Governing law: English law

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
with effect from the Issue Date.
Estimate of total expenses related to
admission to trading:
GBP 3,600
2. RATINGS
Ratings: The Securities have not been individually rated:
3. EXPENSES REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
(i)
Reasons for the offer:
General funding
(ii)
Estimated net proceeds:
Not Applicable

(iii) Estimated total expenses: Not Applicable

4. YIELD

Not Applicable

5. HISTORIC INTEREST RATES

Details of historic EURIBOR rates can be obtained from Reuters Screen EURIBOR01

6. OPERATIONAL INFORMATION

(i) ISIN Code: XS1281093317
(ii) Common Code: 128109331
(iii) Relevant Clearing System(s) and
the
relevant
identification
number(s):
Clearstream, Euroclear
(iv) Delivery: Delivery free of payment.
(v) Name and address of additional
Paying Agent(s) (if any
Not Applicable

SUMMARY

Section A – Introduction and warnings
A.1 Introduction
and warnings
This Summary should be read as an introduction to the Base Prospectus. Any decision to
invest in Securities should be based on consideration of the Base Prospectus as a whole,
including any information incorporated by reference, and read together with the Final
Terms.
Where a claim relating to the information contained in the Base Prospectus is brought
before a court, the plaintiff might, under the national legislation of the relevant Member
State of the European Economic Area, have to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
No civil liability shall attach to any responsible person solely on the basis of this
Summary, including any translation thereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it does not
provide, when read together with the other parts of the Base Prospectus, key information
in order to aid 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
Not Applicable: the Issuer does not consent to the use of the Base Prospectus for
subsequent resales.
placement of
Securities
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 The Issuer is a public limited company registered in England and Wales.
legal form of
the Issuer,
legislation
under which
the Issuer
operates and
country of
incorporation
of the Issuer
The principal laws and legislation under which the Issuer operates are the laws of England
and Wales including the Companies Act.
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) a statutory '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 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 £1,358,693m (2013: £1,344,201m), total net
loans and advances of £470,424m (2013: £474,059m), total deposits of £486,258m (2013:
£487,647m), and total shareholders' equity of £66,045m (2013: £63,220m) (including
non-controlling interests of £2,251m (2013: £2,211m)). The profit before tax from
continuing operations of the Bank Group for the year ended 31 December 2014 was
£2,309m (2013: £2,885m) after credit impairment charges and other provisions of
£2,168m (2013: £3,071m). 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 Issuer 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: there have been no recent events particular to the Issuer which are to a
material extent relevant to the evaluation of the Issuer's solvency.
B.14 Dependency of
the Issuer on
other entities
within the
group
The whole of the issued ordinary share capital of the Issuer is beneficially owned by
Barclays PLC, which is the ultimate holding company of the Bank Group.
The financial position of the Issuer is dependent on the financial position of its subsidiary
undertakings.
B.15 Description of
the Issuer's
principal
activities
The Bank Group is a major global financial services provider engaged in retail and
commercial banking, credit cards, investment banking, wealth management and
investment management services with an extensive international presence in Europe, the
United States, Africa and Asia.
B.16 Description of
whether the
Issuer is
directly or
indirectly
owned or
controlled and
by whom and
nature of such
control
The whole of the issued ordinary share capital of the Issuer is beneficially owned by
Barclays PLC, which is the ultimate holding company of the Issuer and its subsidiary
undertakings.
B.17 Credit ratings
assigned to the
Issuer or its
debt securities
The short-term unsecured obligations of the Issuer are rated A-2 by Standard & Poor's
Credit Market Services Europe Limited, P-1 by Moody's Investors Service Ltd. and F1 by
Fitch Ratings Limited and the long-term obligations of the Issuer are rated A- by Standard
& Poor's Credit Market Services Europe Limited, A2 by Moody's Investors Service Ltd.
and A by Fitch Ratings Limited. A specific issue of Securities may be rated or unrated.
Ratings: This issue of Securities will not be rated.
Section C – Securities
C.1 Type and class
of
Securities
being
offered
and/or admitted
to trading
Securities described in this Summary may be debt securities or, where the repayment
terms are linked to the performance of a specified inflation index, derivative securities.
Securities will bear interest at a fixed rate, a floating rate plus a fixed percentage, a rate
equal to a fixed percentage minus a floating rate, a rate that is equal to the difference
between two floating rates, a rate that is calculated by reference to movements in a
specified inflation index, or a rate that will vary between two specified fixed rates (one of
which may be zero) depending on whether the specified floating rate exceeds the specified
strike rate on the relevant date of determination, may be zero coupon securities (which do
not bear interest) or may apply a combination of different interest types. The type of
interest (if any) payable on the Securities may be the same for all Interest Payment Dates
or may be different for different Interest Payment Dates. Securities may include an option
for the Issuer, at its discretion, to switch the type of interest payable on the Securities once
during the term of the Securities. The amount of interest payable in respect of the
Securities on an Interest Payment Date may be subject to a range accrual factor that will
vary depending on the performance of a specified inflation index or one or more specified
floating rates during the observation period relating to that interest payment date.
Securities may include an option for the Securities to be redeemed prior to maturity at the
election of the Issuer or the investor. If Securities are not redeemed early they will redeem
on the Scheduled Redemption Date and the amount paid will either be a fixed redemption
amount, or an amount linked to the performance of a specified inflation index.
Securities may be cleared through a clearing system or uncleared and held in bearer or
registered form. Certain cleared Securities may be in dematerialised and uncertificated
book-entry form. Title to cleared Securities will be determined by the books of the
relevant clearing system.
Securities will be issued in one or more series (each a "Series") and each Series may be
issued in tranches (each a "Tranche") on the same or different issue dates. The Securities
of each Series are intended to be interchangeable with all other Securities of that Series.
Each Series will be allocated a unique Series number and an identification code.
The Securities are transferable obligations of the Issuer that can be bought and sold by
investors in accordance with the terms and conditions set out in the Base Prospectus (the
"General Conditions"), as completed by the final terms document (the "Final Terms")
(the General Conditions as so completed, the "Conditions").
Interest: The interest payable in respect of the Securities will be determined by reference
to a floating rate of interest. The amount of interest payable in respect of a security for an
interest calculation period will be determined by multiplying the interest calculation
amount of such security by the applicable interest rate and day count fraction.
Call or Put option: Not applicable
Final redemption: The final redemption amount will be 100 per cent. of EUR 100,000
(the Calculation Amount).
Form: The Securities will initially be issued in global bearer form.
Identification: Series number: NX000179112; Tranche number: 1
Identification codes: ISIN Code: XS1281093317; Common Code: 128109331
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 terms of Securities may provide that all amounts of interest
and principal payable in respect of such Securities will be paid in a settlement currency
other than the currency in which they are denominated, with such payments being
converted into the settlement currency at the prevailing exchange rate as determined by
the Determination Agent.
The Securities will be denominated in ("EUR").
C.5 Description of
restrictions on
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.
free
transferability
of the Securities
Securities held in a clearing system will be transferred in accordance with the rules,
procedures and regulations of that clearing system.
Subject to the above, the Securities will be freely transferable.
C.8 Description of
rights attached
to the Securities
Rights: Each Security includes a right to a potential return of interest and amount payable
on redemption together with certain ancillary rights such as the right to receive notice of
certain determinations and events and the right to vote on future amendments.
including
ranking and
limitations to
those rights
Price: Securities will be issued at a price and in such denominations as agreed between
the Issuer and the relevant dealer(s) and/or manager(s) at the time of issuance. The
minimum denomination will be the Calculation Amount in respect of which interest and
redemption amounts will be calculated. The issue price of the Securities is 100 per cent.
The denomination of a Security is EUR 100,000 (the "Calculation Amount").
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. In the event that any such withholding or deduction is required by law,
the Issuer will, save in limited circumstances, pay additional amounts to cover the
amounts so withheld or deducted.
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 such failure is not remedied within 30 days,
or, in the case of interest, 14 days), or the Issuer is subject to a winding-up order, then
(subject, in the case of interest, to the Issuer being prevented from payment for a
mandatory provision of law) the Securities will become immediately due and payable,
upon notice being given by the Holder (or, in the case of French law Securities, the
representative of the Holders).
Ranking: The Securities are direct, unsubordinated and unsecured obligations of the
Issuer and rank equally among themselves.
Limitations 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. 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 all 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).
C.9 Interest/
Redemption
Interest: In respect of each interest calculation period, Securities may or may not bear
interest. For each interest calculation period in respect of which the Securities bear
interest, interest will accrue at one of the following rates: a fixed rate, a floating rate plus a
fixed percentage, a rate equal to a fixed percentage minus a floating rate, a rate that is
equal to the difference between two floating rates, a rate that is calculated by reference to
movements in a specified inflation index, or a rate that will vary between two specified
fixed rates (one of which may be zero) depending on whether the specified floating rate
exceeds a specified level on the relevant date of determination. Securities may include an
option for the Issuer, at its discretion, to switch the type of interest payable on the
Securities once during the term of the Securities (the "Switch Option"). The amount of
interest payable in respect of the Securities on an Interest Payment Date may also be
subject to a range accrual factor that will vary depending on the performance of a
specified inflation index or one or more specified floating rates, as described in 'Range
Accrual Factor' below (the "Range Accrual Factor").
Final Redemption: The amount payable on final redemption of the Securities will either
be fixed at a percentage of the Calculation Amount of the Securities, or may reference the
Calculation Amount of the Securities (being the minimum denomination of the Securities)
as adjusted upwards or downwards to account for movements in an inflation index.
Optional Early Redemption: Certain Securities may be redeemed earlier than the
Scheduled Redemption Date following the exercise of a call option by the Issuer or the
exercise of a put option by a Holder of the Securities.
Mandatory Early Redemption: Securities may also be redeemed earlier than the
Scheduled Redemption Date if performance of the Issuer's obligations becomes illegal, if
the Determination Agent so determines, following cessation of publication of an inflation
index, or following the occurrence of a change in applicable law, a currency disruption or
a tax event affecting the Issuer's ability to fulfil its obligation under the Securities.
Indicative amounts: If the Securities are being offered by way of a Public Offer and any
specified product values below are not fixed or determined at the commencement of the
Public Offer (including any amount, level, percentage, price, rate or other value in relation
to the terms of the Securities which has not been fixed or determined by the
commencement of the Public Offer), these specified product values will specify an
indicative amount, an indicative minimum amount, an indicative maximum amount or any
combination thereof. In such case, the relevant specified product value(s) shall be the
value determined based on market conditions by the Issuer on or around the end of the
Public Offer. Notice of the relevant specified product value will be published prior to the
Issue Date.
INTEREST
Floating Rate Interest. Each Security will bear interest from 11 February 2016 and will
pay an amount of interest linked to the Floating Rate (as defined below) at the end of each
interest calculation period on 27 January, 27 April, 27 July and 27 October in each year
(each, an "Interest Payment Date").
The applicable rate of interest ("Rate of Interest") will be equal to the Floating Rate and
then adding 0.37%, provided that such rate shall not be less than zero.
"Floating Rate" means the quotation for 3 month EURIBOR that appears on Reuters
Screen EURIBOR01 Page at 11a.m. Brussles time on the date for determining the floating
rate.
FINAL REDEMPTION
The Securities are scheduled to redeem on 9 February 2020 by payment by the Issuer of
an amount in EUR equal to EUR 100,000 multiplied by 100%.
OPTIONAL EARLY REDEMPTION
These Securities cannot be redeemed early at the option of the Issuer or the Holder.
C.11 Admission to
trading
Securities may be admitted to trading on a regulated market in Belgium, Denmark,
Finland, France, Ireland, Italy, Luxembourg, Malta, the Netherlands, Norway, Portugal,
Spain, Sweden or the United Kingdom.
Application is expected to be made by the Issuer (or on its behalf) for the Securities to be
admitted to trading on the regulated market of the London Stock Exchange with effect
from 11 February 2016.
C.17 Settlement
procedure of
the derivative
securities
Securities that are derivative securities will be delivered on the specified issue date either
against payment of the issue price (or, in the case of Securities having a settlement
currency different from the currency of denomination, the settlement currency equivalent
of the issue price) or free of payment of the issue price of the Securities. The Securities
may be cleared and settled through Euroclear Bank S.A./N.V., Clearstream Banking
société anonyme, CREST, Euroclear France, S.A., VP Securities, A/S, Euroclear Finland
Oy, Norwegian Central Securities Depositary, Euroclear Sweden AB or SIX SIS Ltd.
Securities will be delivered on 11 February 2016 (the "Issue Date") free of payment of
the issue price of the Securities.
The Securities will be cleared and settled through Euroclear Bank S.A./N.V., Clearstream
Banking société anonyme.
C.18 Description of
how the return
on derivative
The value of the underlying asset to which Securities that are derivative Securities are
linked will affect the interest paid and/or the amount paid on the Scheduled Redemption
Date. Interest and any redemption amount payable will be paid in cash.
securities takes
place
Not applicable: the Securities are not derivative securities.
C.19 Final reference
price of the
underlying
Not applicable: the Securities are not derivative securities.
C.20 Type of
underlying
Not applicable: the Securities are not derivative securities.
C.21 Market where
Securities are
traded
Application is expected to be made by the Issuer to list the Securities on the official list
and admitted to trading on the regulated market of the London Stock Exchange with effect
from 11 February 2016
Section D – Risks
D.2 Key
information on
the key risks
that are specific
to the Issuer
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.
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, which 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.3 Key
information on
the key risks
that are specific
to the Securities
You may lose up to the entire value of your investment in the Securities:
The payment of any amount due under the Securities is dependent upon the Issuer's
ability to fulfil its obligations when they fall due. The Securities are unsecured
obligations. They are not deposits and they are not protected under the UK's
Financial Services Compensation Scheme or any other deposit protection insurance
scheme. Therefore, even if the relevant Securities are stated to be repayable at an
amount that is equal to or greater than their initial purchase price, if the Issuer fails
or is otherwise unable to meet its payment or delivery obligations under the
Securities, you will lose some or all of your investment.
You may also lose some or all of your entire investment if:
you sell your Securities prior to maturity in the secondary market (if any) at an

amount that is less than the initial purchase price;
the Securities are redeemed early for reasons beyond the control of the Issuer (such

as following a change in applicable law, a currency disruption or a tax event
affecting the Issuer's ability to fulfil its obligations under the Securities) and the
amount paid to investors is less than the initial purchase price; or
the terms and conditions of the Securities are adjusted (in accordance with the terms

and conditions of the Securities) with the result that the redemption amount payable
to investors and/or the value of the Securities is reduced.
Reinvestment risk/loss of yield: Following an early redemption of the Securities for any
reason, Holders may be unable to reinvest the redemption proceeds at a rate of return as
high as the return 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
terrorist, military or other events in one or more jurisdictions; changes in laws or
regulations; and the Issuer's creditworthiness or perceived creditworthiness.
Risks relating to Floating Rates: The performance of floating interest rates is dependent
upon a number of factors, including supply and demand on the international money
markets, which are influenced by measures taken by governments and central banks, as
well as speculations and other macroeconomic factors.
D.6 Risk warning
that investors
may lose value
of entire
investment or
part of it
Not applicable: unless the Issuer fails or goes bankrupt and provided that you hold your
securities to maturity and they are not early redeemed or adjusted, your invested capital is
not at risk.
Section E – Offer
E.2b Reasons for
offer and use of
proceeds when
different from
making profit
and/or hedging
certain risks
Not applicable: the Securities have not been offered to the public.
E.3 Description of
the terms and
conditions of
the offer
Not Applicable: the Securities have not been offered to the public.
E.4 Description of
any interest
material to the
issue/offer,
including
conflicting
interests
Not Applicable: no person involved in the issue or offer has any interest, or conflicting
interest, that is material to the issue or offer of Securities.
E.7 Estimated
expenses
charged to
investor by
issuer/offeror
Not Applicable: the Securities have not been offered to the public.