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Barclays PLC Capital/Financing Update 2016

Apr 7, 2016

5250_rns_2016-04-07_30f3eb44-1bfc-488a-96d0-9fb549322421.pdf

Capital/Financing Update

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BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 1,500,000 Index Linked Securities due August 2020 under the Global Structured Securities Programme (the "Tranche 4 Securities") to be consolidated and form a single series with the GBP 1.000.000 Index Linked Securities due August 2020 under the Global Structured Securities Programme (the "Tranche 3 Securities"), the GBP 1,000,000 Index Linked Securities due August 2020 under the Global Structured Securities Programme (the "Tranche 2 Securities") and the GBP 10,000,000 Index Linked Securities due August 2020 under the Global Structured Securities Programme (the "Tranche 1 Securities" and, together with the Tranche 2 Securities, Tranche 3 Securities and the Tranche 4 Securities, the "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 are supplemental to and should be read in conjunction with the GSSP Base Prospectus 2 dated 5 June 2015, as supplemented on 29 June 2015, 7 August 2015, 2 September 2015, 24 September 2015 and 25 November 2015, which constitutes a base prospectus (the "Base Prospectus" for the purposes of the Prospectus Directive), save in respect of the Terms and Conditions of the Securities which are extracted from the 2014 GSSP Base Prospectus 2 dated 6 June 2014 (the "2014 GSSP Base Prospectus 2") and which are incorporated by reference into the Base Prospectus. 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, save in respect of the Terms and Conditions of the Securities which are extracted from the 2014 GSSP Base Prospectus 2. A summary of the individual issue of the Securities is annexed to this Final Terms.

The Base Prospectus, any supplements to the Base Prospectus and the 2014 GSSP Base Prospectus 2 are available for viewing at http://irreports.barclays.com/prospectuses-anddocumentation/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 2014 GSSP Base Prospectus 2 and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 7 April 2016

PART A - CONTRACTUAL TERMS

1. Series number:
(a)
NX000155537
(b) Tranche number: 4
The Securities shall be consolidated and form a
single series with the Tranche 1 Securities, the
Tranche 2 Securities and the Tranche 3 Securities.
2. Settlement Currency: GBP
3. Securities: Notes
4. Notes: Applicable
(a) Aggregate Nominal Amount as at the
Issue Date:
Tranche 1:
(i)
GBP 10,000,000
Tranche 2: GBP 1,000,000
Tranche 3: GBP 1,000,000
Tranche 4: GBP 1,500,000
Series:
(ii)
GBP 13,500,000
(b) Specified Denomination: GBP 1.00
(c) Minimum Tradable Amount: Not Applicable
5. Certificates: Not Applicable
6. Calculation Amount: Specified Denomination
7. Issue Price: 100 per cent of the Aggregate Nominal Amount
8. Issue Date: In respect of the Tranche 1 Securities:15 August
2014
In respect of the Tranche 2 Securities: 22
December 2015
In respect of the Tranche 3 Securities: 22 January
2016
In respect of the Tranche 4 Securities: 7 April 2016
9. Scheduled Redemption Date: 17 August 2020
10. Underlying Performance Type: Worst-of
Provisions relating to interest (if any) payable
11. Interest Type: Phoenix without Memory
12. (a) Fixed Interest Type: Fixed Amount
(b) Fixed Interest Rate: 4.11 per cent.
(c) ISDA Determination: Not Applicable
(d) Screen Rate Determination: Not Applicable
(e) Bank
of
England
Base
Rate
Determination:
Not Applicable
(f) Margin: Not Applicable
(g) Minimum/Maximum Interest Rate: Not Applicable
(h) Fixed Interest Determination Date(s): Not Applicable
(i) Determination
Floating
Interest
Date(s):
Not Applicable
(j) Interest Valuation Date(s): The dates set out in Table 1 below in the
column entitled 'Interest Valuation Dates'.
(k) Interest Payment Date(s): The dates set out in Table 1 below in the
column entitled 'Interest Payment Date'.
(1) T: Not Applicable
(m) Observation Date(s): Not Applicable
(n) Interest Barrier Percentage: 65 per cent.
(0) Lower Barrier Percentage: Not Applicable
(p) Upper Barrier: Not Applicable
(q) Upper Barrier Percentage: Not Applicable
(r) Knock-out Barrier Percentage: Not Applicable
(s) Day Count Fraction: Not Applicable
(t) Interest Period End Dates: Not Applicable
(u) Interest Commencement Date: Not Applicable
(v) Linear Interpolation: Not Applicable

Table 1

Interest Valuation Date Interest Payment Date
9 February 2015 16 February 2015
10 August 2015 17 August 2015
8 February 2016 15 February 2016
8 August 2016 15 August 2016
8 February 2017 15 February 2017
8 August 2017 15 August 2017
8 February 2018 15 February 2018
8 August 2018 15 August 2018
8 February 2019 15 February 2019
8 August 2019 15 August 2019
10 February 2020 17 February 2020
10 August 2020 17 August 2020

Provisions relating to Automatic Redemption (Autocall)

13. Automatic Redemption (Autocall): Applicable
14. (a) Autocall Barrier Percentage: The percentages set out in Table 2 below in the
column entitled 'Autocall Barrier Percentage'.
(b) Autocall Valuation Date(s): Each date set out in Table 2 below in the column
entitled 'Autocall Valuation Date'.

(c) Autocall Redemption Date(s):

Each date set out in Table 2 below in the column entitled 'Specified Early Cash Redemption Date'.

$Table 2$

Tablez
Autocall Valuation Date:
8 August 2017
8 February 2018
8 August 2018
8 February 2019
8 August 2019
10 February 2020
Provisions relating to Final Redemption
Autocall Barrier Percentage:
100%
100%
100%
100%
100%
100%
Autocall Redemption Date:
15 August 2017
15 February 2018
15 August 2018
15 February 2019
15 August 2019
17 February 2020
15. (a) Redemption Type: European Barrier
(c) Settlement Method: Cash
(d) Trigger Event Type: Not Applicable
(e) Final Barrier Percentage: Not Applicable
(f) Strike Price Percentage: 100 per cent.
(g) Knock-in Barrier Percentage: 65 per cent.
(h) Knock-in Barrier Period Start Date: Not Applicable
(i) Knock-in Barrier Period End Date: Not Applicable
(j) Lower Strike Price Percentage: Not Applicable
(k) Participation: Not Applicable
(1) Cap: Not Applicable
Provisions relating to Nominal Call Event
16. Nominal Call Event: Not Applicable
(a) Nominal Call Threshold Percentage: Not Applicable
Provisions relating to the Underlying Asset(s)
17. Underlying Asset
(a) Share: Not Applicable
(b) Indices: entitled 'Index'. The Indices set out in Table 3 below in the column
Exchanges:
(i)
column entitled 'Exchange'. The Exchanges set out in Table 3 below in the
Related Exchanges:
(ii)
The Related Exchanges set out in Table 3 below in
the column entitled 'Related Exchange'.
(iii) Underlying Asset Currencies: Not Applicable
(iv) Bloomberg Screen: Not Applicable
Reuters Screen:
(v)
column entitled 'Reuters Screen'. The Reuters Screens set out in Table 3 below in the
(vi) Index Sponsors: The Index Sponsors set out in Table 3 below in the

٦e 가 column entitled 'Index Sponsor'.

Table 3
Index: Exchange: Related
Exchange:
Reuters Screen: Index Sponsor
FTSE 100 Index London Stock
Exchange
All Exchanges .FTSE FTSE
International
Limited
Eurostoxx 50
Index
Multi-exchange
Index
All Exchanges .STOXX50E STOXX Limited
18. Initial Price Initial Valuation Date for such Underlying Assets The Valuation Price of the Underlying Assets on the
(a) Averaging-in Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial
Date:
Valuation 8 August 2014
19. Final
Price:
Valuation Final Valuation Date The Valuation Price of the Underlying Assets on the
(a) Averaging-out Not Applicable
(b) Min Lookback-out: Not Applicable
(c) Max Lookback-out: Not Applicable
(d) Final
Date:
Valuation 10 August 2020
Provisions relating to disruption events and taxes and expenses
20. Lookback Date): Consequences of a Disrupted Day (in
respect of an Averaging Date or
Not Applicable
(a) Omission: Not Applicable
(b) Postponement: Not Applicable
(c) Modified Postponement: Not Applicable
21. Additional Disruption Events:
(a) Change in Law: Applicable
(b) Currency Disruption Event: Applicable
(c) Hedging Disruption: Not Applicable
(d) Issuer Tax Event: Applicable
(e) Extraordinary Market Disruption: Applicable
(f) Increased Cost of Hedging: Not Applicable
(g) Affected
Disruption:
Jurisdiction Hedging Not Applicable
(h) Affected Jurisdiction Increased Cost Not Applicable
of Hedging:
(i) Increased Cost of Stock Borrow: Not Applicable
(j) Loss of Stock Borrow: Not Applicable
(k) Foreign Ownership Event: Not Applicable
(1) Fund Disruption Event: Not Applicable
22. Early Cash Settlement Amount: Market Value
23. Early Redemption Notice Period
Number:
As set out in General Condition 33.1 (Definitions)
24. Unwind Costs: Not Applicable
25. Settlement Expenses: Not Applicable
26. FX Disruption Event: Not Applicable
27. Jurisdiction
Local
Taxes
and
Expenses:
Not Applicable
General provisions
28. 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
29. Trade Date: In respect of the Tranche 1 Securities:
8 August 2014
In respect of the Tranche 2 Securities:
15 December 2015
In respect of the Tranche 3 Securities: 15 January
2016
In respect of the Tranche 4 Securities: 31 March
2016
30. Additional Business Centre(s): Not Applicable
31. Business Day Convention: Following
32. Determination Agent: Barclays Bank PLC
33. Registrar: Not Applicable
34. CREST Agent: Not Applicable
35. Transfer Agent: Not Applicable
36. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
(C) Names and addresses of secondary Not Applicable
intermediaries and main
trading
terms of commitment:
37. Registration Agent: Not Applicable
38. Masse Category: Not Applicable
39. Governing Law: English law

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

  • Application is expected to be made by the Issuer Listing and Admission to Trading: (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 Tranche 4 Securities Issue Date
  • $(ii)$ Estimate of total expenses related to Not Applicable admission to trading:

$2.$ RATINGS

$(i)$

Ratings:

The Securities have not been individually rated.

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

Save as discussed in risk factor 13 (Risks associated with conflicts of interest), so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

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

PERFORMANCE OF UNDERLYING ASSET, AND OTHER INFORMATION CONCERNING THE $5^{\circ}$ UNDERLYING ASSET

Reuters Screen: .FTSE and .STOXX50E Page and http://www.ftse.com and http://www.stoxx.com

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

OPERATIONAL INFORMATION 6.

(a) ISIN: XS1068800777
(b) Common Code: 106880077
(C) Relevant Clearing System(s): Clearstream, Euroclear
(d) Delivery: Delivery free of payment

$(e)$ Name and address of additional Not Applicable Paying Agent(s):

TERMS AND CONDITIONS OF THE OFFER $7^{\circ}$

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 forth in the Base Prospectus and in (e) immediately below

Each financial intermediary specified in (i) and (ii) below:

Specific consent: Not Applicable; and $(i)$

(ii) General consent: Not Applicable

The United Kingdom

7 April 2016 from open to close of business hours (the "Offer Period")

Not Applicable

The Issue Price

  • Total amount of offer: Aggregate Nominal Amount
  • $(c)$ Conditions to which the offer is subject:

There are no pre-identified allotment criteria. The Authorised Offeror will adopt allotment criteria that ensure equal treatment of prospective investors. A prospective investor will receive 100 per cent. of the amount of Securities allocated to it during the Offer Period.

The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period.

Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Authorised Offeror in accordance with the Authorised Offeror's usual procedures.

Time period, including any possible Investors will be notified by the Authorised $(d)$ amendments, during which the offer Offeror of their allocations of Securities and the

(b) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place (together the "Authorised Offeror(s)"):

  • (c) Jurisdiction(s) where the offer make take place (together, the "Public Offer $|urisdictions(s)|$ :
  • (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):

Other terms and conditions of the offer $\mathsf{R}$

  • $(a)$ Offer Price.
  • $(b)$

will be open and description of the settlement arrangements in respect thereof. application process:

Securities.

Not Applicable

  • Description of the application process: $(e)$ Applications for the Securities can be made during the Offer Period to the Authorised Offeror. Further information with respect to the application process will be available from the Authorised Offeror upon request. $(f)$ and/or The minimum amount of application per investor Details of the minimum maximum amount of application will be GBP 1.00 in nominal amount of the
  • Description of possibility to reduce $(g)$ 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:
  • $(i)$ Procedure for exercise of any right of pre-emption, negotiability $\sigma$ f subscription rights and treatment of subscription rights not exercised:
  • $(k)$ Whether tranche(s) have been reserved for certain countries:
  • Process for notification to applicants of $(1)$ the amount allotted and indication whether dealing may begin before notification is made:
  • Amount of any expenses and taxes $(m)$ specifically charged to the subscriber or purchaser:

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

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

Not Applicable

Not Applicable

Applicants will be notified directly by the Authorised Offeror of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

Not Applicable

$(n)$ Name(s) and address(es), to the extent Not Applicable known to the Issuer, of the placers in the various countries where the offer takes place:

SUMMARY

Summaries are made up of disclosure requirements known as 'elements'. These elements are numbered in Sections $A - E(A.1 - E.7)$ .

This summary (the "Summary") contains all the elements required to be included in a summary for these types of securities and issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements.

Even though an element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element. In this case a short description of the element is included in the Summary after the words 'not applicable'.

Section A - Introduction and Warnings
A.1 Introduction
and Warnings
This Summary should be read as an introduction to the Base Prospectus. Any
decision to invest in Securities should be based on consideration of the Base
Prospectus as a whole, including any information incorporated by reference, and
read together with the Final Terms.
Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff might, under the national legislation of the
relevant Member State of the European Economic Area, have to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
No civil liability shall attach to any responsible person solely on the basis of this
Summary, including any translation thereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it
does not provide, when read together with the other parts of the Base Prospectus,
key information in order to aid holders when considering whether to invest in the
Securities.
A.2 Consent by the
Issuer to the use
of prospectus in
subsequent
resale or final
placement of
The Issuer may provide the consent to the use of the Base Prospectus and Final
Terms for subsequent resale or final placement of Securities by financial
intermediaries, provided that the subsequent resale or final placement of
Securities by such financial intermediaries is made during the offer period
specified below. Such consent may be subject to conditions which are relevant for
the use of the Base Prospectus.
Securities,
indication of
offer period and
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:
conditions to
consent for
the Public Offer is only made in the United Kingdom;
(a)
subsequent
resale or final
the Public Offer is only made on 7 April 2016 from open to close of business
(b)
hours (the "Offer Period"); and
placement, and
warning.
the Public Offer is only made by each financial intermediary whose name is
(c)
Issuer's
published
the
website
on
(http://irreports.barclays.com/prospectuses-and-documentation/structured-
securities/final-terms) and who is identified as an authorised offeror for
these Securities.
Section B - Issuer
B.1 Legal and
commercial
name of the
The Securities are issued by Barclays Bank PLC (the "Issuer")
Issuer
B.2 Domicile and
legal form of
the Issuer,
legislation
under which
the Issuer
operates and
country of
incorporation
of the Issuer
The Issuer is a public limited company registered in England and Wales. The Issuer
was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and, on 4
October 1971, was registered as a company limited by shares under the
Companies Acts 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1
January 1985, the Issuer was re-registered as a public limited company.
The principal laws and legislation under which the Company operates are 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 and liquidity 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 industry;
general changes in regulatory requirements, for example, prudential rules
relating to the capital adequacy framework and rules designed to promote
financial stability and increase depositor protection;
the US Dodd-Frank Wall Street Reform and Consumer Protection Act,
which contains far reaching regulatory reform (including restrictions on
proprietary trading and fund-related activities (the so-called 'Volcker
rule'));
• recommendations by the Independent Commission on Banking including: (i)
that the UK and EEA retail banking activities of the largest UK banks should be
placed in a legally, operationally and economically separate independent entity
(so-called 'ring-fencing'); (ii) statutory depositor preference in insolvency; and
(iii) a reserve power for the Prudential Regulatory Authority to enforce full
separation of the retail operations of UK banks to which the reforms apply
under certain circumstances;
investigations by the Office of Fair Trading into Visa and MasterCard
credit and debit interchange rates, which may have an impact on the
consumer credit industry;
investigations by (i) regulatory bodies in the UK, EU and US into submissions
made by the Issuer and other panel members to the bodies that set various
interbank offered rates such as the London Interbank Offered Rate ("LIBOR")
and the Euro Interbank Offered Rate ("EURIBOR"); and (ii) regulatory bodies in
the UK and US into historical practices with respect to ISDAfix, amongst other
benchmarks; and
changes in competition and pricing environments.
B.5 Description of The Bank Group is a major global financial services provider.
the group and
the Issuer's
position within
the group
The whole of the issued ordinary share capital of the Issuer is beneficially owned
by Barclays PLC, which is the ultimate holding company of the 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 31 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
Not Applicable
which are
materially
relevant to the
evaluation of
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.
Section C- Securities
C.1 Type and class Securities issued under this Base Prospectus:
of Securities
being offered
and/or
admitted to
are derivative securities and are issued as a series of notes or certificates;
$\bullet$
are transferable obligations of the Issuer and have the terms and conditions
$\bullet$
set out in this Base Prospectus as completed by the Final Terms;
trading, and
security
identification
numbers
will bear interest at a fixed rate, a floating rate or at a rate determined by
$\bullet$
reference to the performance of one or more Underlying Asset(s) which could
be equity indices, shares, depository receipts or funds;
may (depending on the particular Securities) automatically redeem early if
$\bullet$
the Underlying Asset(s) is/are above a certain level on any of the specified
dates;
if not redeemed early, will be redeemed on the scheduled redemption date at
$\bullet$
an amount linked to the performance of the Underlying Asset(s);
may be cleared through a clearing system or uncleared and may be held in
$\bullet$
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; and
will be issued in one or more series and each series may be issued in one or
$\bullet$
more tranches 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.
Issue Date: 7 April 2016
Interest: The amount of interest payable on the Securities is determined by
reference to a fixed rate of 4.11%. Whether or not interest is paid will depend on
the performance of the FTSE 100 Index and the EuroStoxx 50 Index (the
"Underlying Assets"). In some cases the interest amount could be zero.
Early redemption following an 'automatic redemption (autocall) event': The
Securities will redeem prior to their scheduled redemption date if the closing price
or level of each Underlying Asset is at or above its corresponding Autocall Barrier
on any of the specified autocall valuation dates. If this occurs, you will receive a
cash payment equal to the nominal amount (or face value) of your Securities
payable on a specified payment date.
Final redemption: If the Securities have not redeemed early they will redeem on
the scheduled redemption date and the cash payment you receive or underlying
asset you are delivered (if any) will be determined by reference to the value of the
Underlying Assets on a specified valuation date or dates during the life of the
Securities.
Form: The Securities are notes. The Securities will initially be issued in global
bearer form.
Identification: Series number: NX000155537; Tranche number: 4
Identification Codes: ISIN: XS1068800777, Common Code 106880077
Determination Agent: Barclays Bank PLC (the "Determination Agent") will be
appointed to make calculations and determinations with respect to the Securities.
Governing Law: The Securities will be governed by English law.
C.2 Currency Subject to compliance with all applicable laws, regulations and directives,
Securities may be issued in any currency.
The Securities will be denominated in pounds sterling ("GBP").
C.5 Description of
restrictions on
free
transferability
of the Securities
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.
Subject to the above, the Securities will be freely transferable.
C.8 Description of
rights attached
to the
Securities,
including
ranking and
limitations to
those rights
Rights: Each Security includes a right to a potential return of interest and amount
payable or deliverable on redemption together with certain ancillary rights such as
the right to receive notice of certain determinations and events and to vote on
future amendments.
Taxation: All payments in respect of the Securities shall be made without
withholding or deduction for or on account of any UK taxes unless such
withholding or deduction is required by law. 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 provision of the Securities (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(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. Further, 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.11 Listing and
admission to
trading
Securities may be listed and admitted to trading on a regulated market in Belgium,
Denmark, Finland, France, Ireland, Italy, Luxembourg, Malta, the Netherlands,
Norway, Portugal, Spain, Sweden or the United Kingdom. Securities may be listed
and admitted to trading on a market in Switzerland or Italy that is not a regulated
market for the purposes of the Prospectus Directive.
Application is expected to be made by the Issuer to list the Securities on the
official list and admit the Securities to trading on the regulated market of the
London Stock Exchange with effect from the Tranche 4 issue date.
C.15 Description of
how the value
of the
investment is
affected by the
value of the
underlying
The return on, and value of, Securities will be linked to the performance of one or
more specified equity indices, shares, depository receipts or funds or a
combination of these.
The underlying assets for this issue of Securities are: the FTSE 100 Index and the
Eurostoxx 50 Index (the "Underlying Assets").
Calculations in respect of amounts payable under the Securities are made by
reference to a "Calculation Amount", being GBP 1.00. Where the Calculation
Amount is different from the specified denomination of the Securities, the amount
payable will be scaled accordingly.
Indicative amounts: If the Securities are being offered by way of a Public Offer and
any specified product values are not fixed or determined at the commencement of
the Offer Period, these specified product values will specify an indicative amount,
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
Offer Period. Notice of the relevant specified product value will be published prior

to the Issue Date.

INTEREST

Phoenix without memory interest: Each Security will only pay interest on an Interest Payment Date if the closing price or level of every Underlying Asset on the relevant Interest Valuation Date is greater than or equal to its corresponding Interest Barrier. If this occurs, the amount of interest payable with respect to that Interest Valuation Date is calculated by multiplying the fixed rate of 4.11% by GBP $1.00.$

Interest will be payable on the corresponding Interest Payment Date set out in the table below. Each Interest Valuation Date and Interest Barrier is as follows:

Interest Valuation Date: Interest Payment
Date:
Interest Barrier
Percentage:
9 February 2015 16 February 2015 65.00%
10 August 2015 17 August 2015 65.00%
8 February 2016 15 February 2016 65.00%
8 August 2016 15 August 2016 65.00%
8 February 2017 15 February 2017 65.00%
8 August 2017 15 August 2017 65.00%
8 February 2018 15 February 2018 65.00%
8 August 2018 15 August 2018 65.00%
8 February 2019 15 February 2019 65.00%
8 August 2019 15 August 2019 65.00%
10 February 2020 17 February 2020 65.00%
10 August 2020 17 August 2020 65.00%

AUTOMATIC REDEMPTION (AUTOCALL) The Securities will automatically redeem prior to their scheduled redemption date if the closing price or level of every Underlying Asset is at or above its corresponding Autocall Barrier on any Autocall Valuation Date. If this occurs, you will receive a cash payment equal to the nominal amount of your Securities payable on the Autocall Redemption Date corresponding to such Autocall Valuation Date.

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

Autocall
Valuation Date:
Autocall
Redemption
Date
Autocall Barrier:
8 August 2017 15 August 2017 100% of the Initial Price
8 February 2018 15 February
2018
100% of the Initial Price
8 August 2018 15 August 2018 100% of the Initial Price
8 February 2019 15 February
2019
100% of the Initial Price
8 August 2019 15 August 2019 100% of the Initial Price
10 February 2020 17 February
2020
100% of the Initial Price
FINAL REDEMPTION
If the Securities have not redeemed early they will redeem on the Scheduled
Redemption Date at an amount that is dependent on each of the following:
The 'Initial Price' of the Worst Performing Underlying Asset, which reflects
the price or level of that asset near the issue date of the Securities;
'Final Valuation Price' of the Worst Performing Underlying Asset, which
reflects the price or level of that asset near the Scheduled Redemption
Date;
The 'Strike Price' of the Worst Performing Underlying Asset, which is
calculated as 100% multiplied by the Initial Price of that asset;
The 'Knock-in Barrier Price' of the Worst Performing Underlying Asset,
which is calculated as 65% multiplied by the Initial Price of that asset.
Initial Price: The Initial Price of each Underlying Asset is the closing price or level
of such Underlying Asset on the Initial Valuation Date.
Final Valuation Price: The Final Valuation Price of each Underlying Asset is the
closing price or level of such Underlying Asset on 10 August 2020, the "Final
Valuation Date".
Worst Performing Underlying Asset: The Knock-in Barrier Price, Final Valuation
Price and Strike Price to be considered for the purposes of determining the final
redemption amount will be the Knock-in Barrier Price, Final Valuation Price or
Strike Price of the Underlying Asset with the lowest Performance. The
'Performance' of each Underlying Asset is calculated by dividing the Final Valuation
Price of an asset by its Initial Price.
* * * *
European Barrier redemption: If the Final Valuation Price is greater than or equal
to the Knock-in Barrier Price, you will receive a cash amount per Calculation
Amount equal to GBP 1.00. Otherwise:
you will receive a cash amount per Calculation Amount, calculated by dividing the
Final Valuation Price by the Strike Price and multiplying the result by the
Calculation Amount.
C.16 Expiration or
maturity date of
the Securities
The Securities are scheduled to redeem on the scheduled redemption date. This
day may be postponed following the postponement of a valuation date due to a
disruption event.
The scheduled redemption date of the issue of Securities is 17 August 2020.
C.17 Settlement
procedure of
the derivative
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
securities takes
place
The return on, and value of, the Securities will be linked to the performance of the
Underlying Assets.
Payments of interest will depend on the performance of each Underlying Asset
during the life of the Securities. A fall in the price of any Underlying Asset below a
specified level on any Interest Valuation Date will reduce the amount of interest
payable on the Securities.
The value of, and return on (if any), the Securities will depend on the performance
of each Underlying Asset on each Autocall Valuation Date. If no Automatic
Redemption (Autocall) Event has occurred on an Autocall Valuation Date and the
Underlying Assets perform negatively over the life of the Securities, a holder may
sustain a loss of part or all of the amount invested in the Securities.
C.19 Final reference
price of the
underlying
The final reference level of any equity index, or final reference price of any share,
depository receipt or fund to which Securities are linked will be determined by
reference to a publicly available source on a specified date or dates.
The final valuation price of each Underlying Asset is the closing price or level of
such Underlying Assets on the Final Valuation Date, as determined by the
Determination Agent.
C.20 Type of
underlying
Securities may be linked to one or more: common shares; depositary receipts
representing common shares; exchange traded funds ('ETFs') (being a fund, pooled
investment vehicle, collective investment scheme, partnership, trust or other
similar legal arrangement and holding assets, such as shares, bonds, indices,
commodities, and/or other securities such as financial derivative instruments); or
equity indices.
The Underlying Asset for this issue of Securities are: the FTSE™ 100 Index and the
EURO STOXX 50 ® Index.
Information about the Underlying Asset is available at: http://www.ftse.com and
http://www.stoxx.com
Section D - Risks
D.2 Key information
on the key risks
that are specific
to the Issuer
Credit risk: The Issuer is exposed to the risk of suffering loss if any of its
customers, clients or market counterparties fails to fulfil its contractual
obligations. The Issuer may also suffer loss where the downgrading of an entity's
credit rating causes a fall in the value of the Issuer's investment in that entity's
financial instruments.
Weak or deteriorating economic conditions negatively impact these counterparty
and credit-related risks. In recent times, the economic environment in the Issuer's
main business markets (being Europe and the United States) has been marked by
generally weaker than expected growth, increased unemployment, depressed
housing prices, reduced business confidence, rising inflation and contracting GDP.
Operations in the Eurozone remain affected by the ongoing sovereign debt crisis,
the stresses being exerted on the financial system and the risk that one or more
countries exit the Euro. The current absence of a predetermined mechanism for a
member state to exit the Euro means that it is not possible to predict the outcome
of such an event and to accurately quantify the impact of such event on the
Issuer's profitability, liquidity and capital. If some or all of these conditions persist
or worsen, they may have a material adverse effect on the Issuer's operations,
financial condition and prospects.
Liquidity risk: The Issuer is exposed to the risk that it may be unable to meet its
obligations as they fall due as a result of a sudden, and potentially protracted,
increase in net cash outflows. These outflows could be principally through
customer withdrawals, wholesale counterparties removing financing, collateral
posting requirements or loan draw-downs.
Capital risk: The Issuer may be unable to maintain appropriate capital ratios,
which could lead to: (i) an inability to support business activity; (ii) a failure to
meet regulatory requirements; and/or (iii) credit ratings downgrades. Increased
regulatory capital requirements and changes to what constitutes capital may
constrain the Issuer's planned activities and could increase costs and contribute to
adverse impacts on the Issuer's earnings.
Legal and regulatory-related risk: Non-compliance by the Issuer with applicable
laws, regulations and codes relevant to the financial services industry could lead to
public reprimands, damage to reputation, increased prudential
fines,
requirements, enforced suspension of operations or, in extreme cases, withdrawal
of authorisations to operate.
Reputation risk: Reputational damage reduces $-$ directly or indirectly $-$ the
attractiveness of the Issuer to stakeholders and may lead to negative publicity, loss
of revenue, litigation, regulatory or legislative action, loss of existing or potential
client business, reduced workforce morale, and difficulties in recruiting talent.
Sustained reputational damage could have a materially negative impact on the
Issuer's licence to operate and the value of the Issuer's franchise which in turn
could negatively affect the Issuer's profitability and financial condition.
D.6 Key information You may lose up to the entire value of your investment in the Securities:
on the key risks
that are specific
You will lose up to the entire value of your investment if the Issuer fails or is
otherwise unable to meet its payment obligations.
to the
Securities;
You may also lose the value of your entire investment, or part of it, if:
including a risk
warning that
investors may
lose some or all
of the value of
their
investment
• the Underlying Assets perform in such a manner that the redemption amount
payable to you (whether at maturity or following any early redemption) is less
than the initial purchase price;
you sell your Securities prior to maturity in the secondary market (if any) at an
$\bullet$
amount that is less than the initial purchase price;
the Securities are redeemed early following the occurrence of an extraordinary
event in relation to the Underlying Asset(s), the Issuer, the Issuer's hedging
arrangement, the relevant currencies or taxation (such as following an
additional disruption event) and the amount you receive on such redemption is
less than the initial purchase price; and/or
the terms and conditions of the Securities are adjusted (in accordance with the
terms and conditions of the Securities) with the result that the redemption
amount payable to you and/or the value of the Securities is reduced.
Return linked to performance of Underlying Assets: The return payable on the
Securities is linked to the change in value of the Underlying Asset over the life of
the Securities. Any information about the past performance of any Underlying
Asset should not be taken as an indication of how prices will change in the future.
You will not have any rights of ownership, including, without limitation, any voting
rights or rights to receive dividends, in respect of any Underlying Asset.
Risk of withdrawal of the public offering: In case of a public offer, the Issuer may
provide in the Final Terms that it is a condition of the offer that the Issuer may
withdraw the offer for reasons beyond its control, such as extraordinary events
that in the determination of the Issuer may be prejudicial to the offer. In such
circumstances, the offer will be deemed to be null and void. In such case, where
you have already paid or delivered subscription monies for the relevant Securities,
you will be entitled to reimbursement of such amounts, but will not receive any
remuneration that may have accrued in the period between their payment or
delivery of subscription monies and the reimbursement of the Securities.
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.
Worst-of: You are exposed to the performance of every Underlying Asset.
Irrespective of how the other Underlying Assets perform, if any one or more
Underlying Assets fail to meet a relevant threshold or barrier for the payment of
interest or the calculation of any redemption amount, you might receive no
interest payments and/or could lose some or all of your initial investment.
Volatile market prices: The market value of the Securities is unpredictable and
may be highly volatile, as it can be affected by many unpredictable factors,
including: market interest and yield rates; fluctuations in currency exchange rates;
exchange controls; the time remaining until the Securities mature; economic,
financial, regulatory, political, terrorist, military or other events in one or more
jurisdictions; changes in laws or regulations; and the Issuer's creditworthiness or
perceived creditworthiness.
Equity Index risks: Securities linked to the performance of equity indices provide
investment diversification opportunities, but will be subject to the risk of
fluctuations in both equity prices and the value and volatility of the relevant equity
index. Securities linked to equity indices may not participate in dividends or any
other distributions paid on the shares which make up such indices, accordingly,
you may receive a lower return on the Securities than you would have received if
you had invested directly in those shares.
The Index Sponsor can add, delete or substitute the components of an equity index
at its discretion, and may also alter the methodology used to calculate the level of
such index. These events may have a detrimental impact on the level of that index,
which in turn could have a negative impact on the value of and return on the
Securities.
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.
Reasons for the offer and use of Proceeds: General Funding
E.3 Description of
the terms and
conditions of
the offer
The terms and conditions of any offer of Securities to the public may be
determined by agreement between the Issuer and the dealer at the time of each
issue.
The Securities are offered subject to the following conditions:
Offer Price: The Issue Price
Conditions to which the offer is subject: The Issuer reserves the right to withdraw
the offer for Securities at any time on or prior to the end of the Offer Period.
Following withdrawal of the offer, if any application has been made by any
potential investor, each such potential investor shall not be entitled to subscribe or
otherwise acquire the Securities and any applications will be automatically
cancelled and any purchase money will be refunded to the applicant by the
Distributor in accordance with the Distributor's usual procedures.
Description of the application process: An offer of the Securities may be made by
the Manager or the Authorised Offeror other than pursuant to Article 3(2) of the
Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") on 7
April 2016 from open to close of business hours (the "Offer Period").
Applications for the Securities can be made in the Public Offer Jurisdiction through
the Distributor in the Public Offer Jurisdiction during the Offer Period. The
Securities will be placed into the Public Offer Jurisdiction by the Distributor.
Distribution will be in accordance with the Distributor's usual procedures, notified
to investors by the Distributor.
Details of the minimum and/or maximum amount of application: The minimum
and maximum amount of application from the Distributor will be notified to
investors by the Distributor.
Details of the method and time limits for paying up and delivering the Securities:
see Part B, $8(v)$ .
Manner in and date on which results of the offer are to be made public: Investors
will be notified by the Distributor of their allocations of Securities and the
settlement arrangements in respect thereof.
Procedure for exercise of any right or pre-emption, negotiability of subscription
rights and treatment of subscription rights not exercised: Not Applicable
Categories of investors to which the Securities are offered and whether
Tranche(s) have been reserved for certain countries: Not Applicable
Process for notification to applicants of the amount allotted and the indication
whether dealing may begin before notification is made: Each investor will be
notified by the Distributor of its allocation of Securities at the time of such
investor's application.
See Part B, 8(viii)
Name(s) and address(es), to the extent known to the Issuer, of the placers in the
various countries where the offer takes place: None
E.4 Description of
any interest
material to the
issue/offer,
including
conflicting
interests
The relevant dealers or Manager may be paid fees in relation to any issue or offer
of Securities. Potential conflicts of interest may exist between the Issuer,
Determination Agent, relevant dealers and/or Manager or their affiliates (who
may have interests in transactions in derivatives related to the Underlying Asset(s)
which may, but are not intended to, adversely affect the market price, liquidity or
value of the Securities) and investors.
E.7 Estimated
expenses
charged to
investor by
The Issuer will not charge any expenses to investors in connection with any issue
of Securities. Offerors may, however, charge expenses to investors. Such expenses
(if any) will be determined by agreement between the offeror and the investors at
the time of each issue.
issuer/offeror Not Applicable; no expenses will be charged to the investor by the issuer or the
offeror.