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Barclays PLC Capital/Financing Update 2016

Oct 4, 2016

5250_rns_2016-10-04_b6ad5cc1-32ea-4b84-834a-dacf8448048b.pdf

Capital/Financing Update

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BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

EUR 25,000,000 Equity Index Linked Securities due October 2021 pursuant to the Global Structured Securities Programme

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 2 dated 3 June 2016, which constitutes a base prospectus (the "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 3 October 2016

PART A – CONTRACTUAL TERMS

1. (a) Series number: NX000182658
(b) Tranche number: 1
2. Settlement Currency: EUR
3. Securities: Notes
4. Notes: Applicable
(a) Aggregate Nominal Amount as at
the Issue Date:
(i)
Tranche:
EUR
25,000,000
(ii)
Series:
EUR 25,000,000
(b) Specified Denomination: EUR 1,000
(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
The reoffer price represents the commission
element shared with Deutsche Bank Sociedad
Anonima
Espanola
Madrid
Branch
(the
"Distributor") which will
not exceed 3.5 per
cent. of the Issue Price. Further details of the
commission
element
are
available
upon
request
8. Issue Date: 3 October 2016
9. Scheduled Redemption Date: 4 October 2021
10. Underlying Performance Type: Single Asset
Provisions relating
to interest (if any) payable
11. Interest Type: Phoenix One Touch –
Daily
12. (a) Fixed Interest Type: Not Applicable
(b) Fixed Interest Rate: 1.95
per cent.
(c) CMS Rate Determination: Not Applicable
(d) Floating 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) Floating
Interest
Determination
Date(s):
Not Applicable
(j) Interest Valuation Date(s): The dates
set out in Table 1 below in the
column entitled 'Interest Valuation Date'.
(k) Interest Payment Date(s): The dates
set out in Table 1 below in the
column entitled 'Interest Payment Date'.
(l) T: Not Applicable
(m) Observation Date(s): As set out in General Condition 7.6 (Phoenix
One Touch –
Daily)
(n) Interest Barrier Percentage: 70 per cent.
(o) 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:
27 March 2017 3 April 2017
26 September 2017 3 October 2017
27 March 2018 3 April 2018
26 September 2018 3 October 2018
27 March 2019 3 April 2019
26 September 2019 3 October
2019
27 March 2020 3 April 2020
28 September 2020 5 October 2020
29 March 2021 5 April 2021
27 September 2021 4 October 2021

Provisions relating to Automatic Redemption (Autocall)

13. Automatic Redemption (Autocall): Applicable
14. (a) Autocall Barrier Percentage: 100 per cent.
(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 'Autocall Redemption Date'.

Table 2

Autocall Valuation Date: Autocall Redemption Date:
27 March 2017 3 April 2017
26 September 2017 3 October 2017
27 March 2018 3 April 2018
26 September 2018 3 October 2018
27 March 2019 3 April 2019
26 September 2019 3 October 2019
27 March 2020 3 April 2020
28 September 2020 5 October 2020
29 March 2021 5 April 2021
27 September 2021 4 October 2021

Provisions relating to Final Redemption

15. (a) Redemption Type: European
Barrier
(b) Settlement Method: Cash
(c) Trigger Event Type: Not Applicable
(d) Final Barrier Percentage: Not Applicable
(e) Strike Price Percentage: 100%
(f) Knock-in Barrier Percentage: 65%
(g) Knock-in Barrier Period Start Date: Not Applicable
(h) Knock-in Barrier Period End Date: Not Applicable
(i) Lower Strike Price Percentage: Not Applicable
(j) Participation: Not Applicable
(k) 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) Index: Euro Stoxx 50®
Index
(i) Exchange: Multi-exchange Index
(ii) Related Exchange: All Exchanges
(iii) Underlying Asset Currency: EUR
(iv) Bloomberg Screen: SX5E
Index

(v) Reuters Screen Page: .STOXX50E

(vi)
Index Sponsor:
Stoxx Limited
18. Initial Price: The Valuation Price of the Underlying Asset
on
the
Initial
Valuation
Date
for
such
Underlying Asset
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 3 October 2016
19. Final Valuation Price: The Valuation Price of the Underlying Asset
on the Final Valuation Date
(a) Averaging-out: Not Applicable
(b) Min Lookback-out: Not Applicable
(c) Max Lookback-out: Not Applicable
(d) Final Valuation Date: 27 September
2021
Provisions relating to disruption events and taxes and expenses
20. Consequences of a Disrupted Day
(in respect of an Averaging Date or
Lookback Date):
Not Applicable
21. Additional Disruption Event:
(a) Change in Law: Applicable
as per General Condition 35.1
(Definitions)
(b) Currency Disruption Event: Applicable
as per General Condition 35.1
(Definitions)
(c) Issuer Tax Event: Applicable
as per General Condition 35.1
(Definitions)
(d) Extraordinary Market Disruption: Applicable
as per General Condition 35.1
(Definitions)
(e) Hedging Disruption: Applicable
as per General Condition 35.1
(Definitions)
(f) Increased Cost of Hedging: Not Applicable
(g) Affected Jurisdiction Hedging
Disruption:
Not Applicable
(h) Affected Jurisdiction Increased
Cost of Hedging:
Not Applicable
  • (i) Increased Cost of Stock Borrow: Not Applicable
  • (j) Loss of Stock Borrow: Not Applicable

(k) Foreign Ownership Event: Not Applicable

(l) Fund Disruption Event: Not Applicable

22. Early Cash Settlement Amount: Market Value
23. Early Redemption Notice Period
Number:
As
set
out
in
General
Condition
35.1
(Definitions)
24. Unwind Costs: Not Applicable
25. Settlement Expenses: Not Applicable
26. FX Disruption Event: Not Applicable
27. Local
Jurisdiction
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: 18 July 2016
30. Additional Business Centre(s): Not Applicable
31. Business Day Convention: Modified Following
32. Determination Agent: Barclays Bank PLC
33. Registrar: Not Applicable
34. CREST Agent: Not Applicable
35. Transfer Agent: Not Applicable
36. (a) Name of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
(c) Names
and
addresses
of
Not Applicable
secondary trading intermediaries
and main terms of commitment:
37. Registration Agent: Not Applicable
38. Masse
Category:
Not Applicable
39. Governing Law: English law

PART B OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

(a) 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.

(b) Estimate of total expenses related to admission to trading: Not Applicable

2. RATINGS

Ratings: The Securities have not been individually rated.

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

Save for any fees payable to the Manager and save as discussed in risk factor 19 (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 issue.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

Reasons for the offer: General Funding

  1. PERFORMANCE OF UNDERLYING ASSETS, AND OTHER INFORMATION CONCERNING THE UNDERLYING ASSETS

Information on the Underlying Asset can be found on: Bloomberg Screen Page : SX5E and http://www.stoxx.com Index Disclaimer: EURO STOXX 50® 100 Index

6. OPERATIONAL INFORMATION

(a) ISIN: XS1397373421
(b) Common Code: 139737342
(c) Relevant Clearing System(s): Euroclear
Clearstream
(d) Delivery: Delivery free of payment.
(e) Name and address
of additional
Paying Agent(s):
Not Applicable

7. TERMS AND CONDITIONS OF THE OFFER

Authorised Offeror(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 (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 may take place (together, the "Public Offer Jurisdictions(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):

1.2 Other terms and conditions of the offer

(a) Offer Price: The Issue Price
(b) Total amount of offer: Aggregate Nominal Amount
(c) Conditions to which the offer is The Issuer reserves the right to withdraw the offer

subject:

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

(specified in (d) immediately below) subject to the conditions set out in the Base Prospectus and in (e) immediately below

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

(i) Specific consent: Deutsche Bank S.A. Espanola – Madrid Branch (the "Initial Authorised Offeror") and each financial intermediary expressly named as an Authorised Offeror on the Issuer's website (http://irreports.barclays.com/prospectusesand-documentation/structured-securities/finalterms); and

(ii) General consent: Not Applicable

Spain

From and including 1 August 2016 to and including 1 October 2016 (the "Offer Period").

Not Applicable

The Issuer reserves the right to withdraw the offer for the 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.

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

  • (e) Description of the application process: Applications for the Securities can be made in the Public Offer Jurisdiction through the Authorised Offeror during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Authorised Offeror. Distribution will be in accordance with the Authorised Offeror's usual procedures, notified to investors by the Authorised Offeror.
  • (f) Details of the minimum and/or maximum amount of application: There are no pre-identified allotment criteria. The Authorised Offeror will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Securities requested through the Authorised Offeror will be assigned up to the maximum amount of the offer.

The maximum amount of application of Securities will be subject only to availability at the time of the application.

In the event that during the Offer Period the requests exceed the total amount of the offer destined to prospective investors the Issuer, in accordance with the Authorised Offeror, will proceed to early terminate the Offer Period and will immediately suspend the acceptance of further requests

  • (g) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
  • (h) Details of method and time limits for paying up and delivering the Securities:
  • (i) Manner in and date on which results of the offer are to be made public:
  • (j) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
  • The Securities will be issued on the Issue Date against payment of the net subscription moneys to the Issuer via the Authorised Offeror. Each investor will be notified by the relevant Authorised Offeror of the settlement arrangements in respect of the Securities at the time of such investor's application.

The Authorised Offeror will make the results of the offer available to the public upon request at the Authorised Offeror's offices.

Not Applicable

(k) Whether tranche(s) have been reserved for certain countries: Not Applicable

Not Applicable

  • (l) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:
  • (m) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
  • (n) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

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

Not Applicable

ISSUE SPECIFIC SUMMARY

Section A –
Introduction and warnings
A.1 Introduction
and warnings
This Summary should be read as an introduction to the Base Prospectus. Any
decision to invest in Securities should be based on consideration of the Base
Prospectus
as a whole, including any information incorporated by reference,
and read together with the Final Terms.
Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff might, under the national legislation of the
relevant Member State of the European Economic Area, have to bear the costs
of translating the Base Prospectus before the legal proceedings are initiated.
No civil liability shall attach to any responsible person solely on the basis of this
Summary, including any translation thereof, unless it is misleading, inaccurate
or inconsistent when read together with the other parts of the Base Prospectus
or it does not provide, when read together with the other parts of the Base
Prospectus, key information in order to aid holders when considering whether
to invest in the Securities.
A.2 Consent by the
Issuer to the use
of prospectus in
subsequent
resale or final
placement of
Securities
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.
The Issuer consents to the use of the Base Prospectus and these Final Terms
with respect to the subsequent resale or final placement of Securities (a "Public
Offer") which satisfies all of the following conditions:
(a)
the Public Offer is only made in Spain;
(b)
the Public Offer is
only made during the period
from and including 1
August 2016 to and including 1 October 2016
(the "Offer Period"); and
(c)
the Public Offer is only made by Deutsche Bank S.A. Espanola –
Madrid
Branch (the "Initial Authorised Offeror")
and each
financial intermediary
whose
name
is
published
on
the
Issuer's
website
(http://irreports.barclays.com/prospectuses-and
documentation/structured-securities/final-terms) and who is identified
as an authorised offeror for these Securities.
Information on the terms and conditions of an offer by any Authorised
Offeror is to be provided at the time of that offer by the Authorised Offeror.
Section B –
Issuer
B.1 Legal and
commercial
name of the
Issuer
The Securities are issued by Barclays Bank
PLC (the "Issuer").
B.2 Domicile and 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 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) statutory depositor preference in insolvency; and (iii) a 'bail-in'
stabilisation option; and
changes in competition and pricing environments.
B.5 Description of
the group
and
the Issuer's
position within
the group
Barclays
is a major global financial services provider.
The whole of the issued ordinary share capital of the Issuer is beneficially
owned by Barclays PLC, which is the ultimate holding company of the Bank
Group.
B.9 Profit forecast
or estimate
Not Applicable: the Issuer has chosen not to include a profit forecast or
estimate.
B.10 Nature of any
qualifications in
audit report on
historical
financial
information
Not Applicable: the audit report on the historical financial information contains
no such qualifications.
B.12 Selected key
financial
information; no
material
adverse change
and no
significant
change
statements
Based on the Bank Group's audited financial information for the year ended 31
December 2015, the Bank Group had total assets of £1,120,727 million (2014:
£1,358,693 million), total net loans and advances of £441,046 million (2014:
£470,424 million), total deposits of £465,387 million (2014: £486,258
million),
and total shareholders' equity of £66,019 million (2014: £66,045 million)
(including non-controlling interests of £1,914 million (2014: £2,251 million)).
The profit before tax from continuing operations of the Bank Group for the year
ended 31 December 2015 was £2,841 million (2014: £2,309 million) after credit
impairment charges and other provisions of £2,114 million (2014: £2,168
million). The financial information in this paragraph is extracted from the
audited consolidated financial statements
of the Issuer for the year ended 31
December 2015.
Not Applicable: there has been no significant change in the financial or trading
position of the Bank Group since 31 March 2016.
There has been no material adverse change in the prospects of the Issuer since
31 December 2015.
B.13 Recent events
particular to the
Issuer which are
materially
relevant to the
evaluation of
Issuer's solvency
Not Applicable.
B.14
B.15
Dependency of
the Issuer on
other entities
within the
group
Description of
the
Issuer's
principal
activities
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.
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
of Securities
being offered
and/or
admitted to
trading
The securities ("Securities") described in this Summary:
are derivative securities and are issued as a series of notes or certificates;

are transferable obligations of the Issuer and have the terms and

conditions set out in this Base Prospectus as completed by the Final Terms;
will bear interest at a fixed rate, a floating rate or at a rate determined by

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

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 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

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

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:
3 October 2016
Interest:
The amount of interest payable on the Securities is determined by
reference to a fixed rate of 1.95%. Whether or not interest is paid will depend
on the performance of the Euro Stoxx 50® Index
(the "Underlying Asset"). 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 the
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 Asset
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: NX000182658; Tranche number: 1
Identification Codes:
ISIN: XS1397373421, Common Code 139737342.
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 Euro
("EUR").
C.5 Description of
restrictions on
free
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.
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, and
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.
limitations to
those rights
and
rankings of the
Securities
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 asset(s). The terms and conditions of the Securities
contain provisions for calling meetings of holders to consider matters affecting
their interests generally and these provisions permit defined majorities to bind
all holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority.
Furthermore, in certain circumstances, the Issuer may amend the terms and
conditions of the Securities, without the holders' consent. The terms and
conditions of the Securities permit the Issuer and the Determination Agent (as
the case may be), on the occurrence of certain events and in certain
circumstances, without the holders' consent, to make
adjustments to the terms
and conditions of the Securities, to redeem the Securities prior to maturity,
(where applicable) to postpone valuation of the underlying asset(s) or
scheduled payments under the Securities, to change the currency in which the
Securities are denominated, to substitute the Issuer with another permitted
entity subject to certain conditions, and to take certain other actions with
regard to the Securities and the underlying asset(s) (if any).
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. 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 (or on its behalf) for the
Securities to be admitted to trading on the regulated market of the London
Stock Exchange with effect from the Issue Date.
C.15 Description of
how the value
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
of the combination of these.
investment is
affected by the
The underlying asset
"Underlying Asset").
for the Securities is: Euro Stoxx 50® Index (the
value of the Calculations in respect of amounts payable under the Securities are made by
underlying
instrument
reference to a "Calculation Amount", being EUR 1,000. 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 One Touch – Daily interest: Each Security will only pay interest on an
Interest Payment Date if the closing price or level of the Underlying Asset on
any Observation Date during the corresponding Interest Observation Period is
greater than or equal to its corresponding Interest Barrier
occurs, the amount of interest payable on the relevant Interest Payment Date is
for such period. If this
calculated by multiplying the fix interest rate of 1.95% by EUR 1,000.
Each Interest Observation Period and the corresponding Interest Payment Date,
Interest Barrier and Observation Date(s) is as follows:
Interest Interest Barrier
T Valuation Date Interest Payment Date Percentage
1 27 March 2017 3 April 2017 70%
2 26 September
2017
3 October 2017 70%
3 27 March 2018 3 April 2018 70%
4 26 September
2018
3 October 2018 70%
5 27 March 2019 3 April 2019 70%
6 26 September
2019
3 October 2019 70%
7 27 March 2020 3 April 2020 70%
8 28 September
2020
5 October 2020 70%
9 29 March 2021 5 April 2021 70%
10 27 September
2021
4 October 2021 70%
Interest Barrier:
determined by the Determination Agent.
In respect of the Underlying Asset and an Interest Valuation
Date, the Interest Barrier Percentage applicable in respect of such Interest
Valuation Date multiplied by the Initial Price of such Underlying Asset, as
Interest Observation Period:
include, the first Interest Valuation Date.
Each period from but excluding one Interest
Valuation Date to and including the immediately following Interest Valuation
Date except for the first Interest Observation Period which shall commence on,
but exclude, the Initial Valuation Date (or, where there is more than one Initial
Valuation Date, the latest Initial Valuation Date to occur) and end on, and
AUTOMATIC REDEMPTION (AUTOCALL)
date if
Redemption (Autocall) Event").
follows:
corresponding Autocall Barrier on any Autocall Valuation Date
Redemption Date corresponding to such Autocall Valuation Date.
Each Autocall Valuation Date and the corresponding Autocall Barrier
The Securities will automatically redeem prior to their scheduled redemption
the closing price or level of the Underlying Asset is at or above its
(an "Automatic
If this occurs, you will receive a cash payment
equal to the nominal amount of your Securities payable on the Autocall
is as
Autocall Valuation
Date
Autocall Redemption
Date
Autocall Barrier
27 March 2017 3 April 2017 100% of the Initial Price
26 September 2017 3 October 2017 100% of the Initial Price
27 March 2018 3 April 2018 100% of the Initial Price
26 September 2018 3 October 2018 100% of the Initial Price
27 March 2019 3 April 2019 100% of the Initial Price
26 September 2019 3 October 2019 100% of the Initial Price
27 March 2020 3 April 2020 100% of the Initial Price
28 September 2020 5 October 2020 100% of the Initial Price
29 March 2021 5 April
2021
100% of the Initial Price
FINAL REDEMPTION
redemption date at an amount that is dependent on each of the following: If the Securities have not redeemed early they will redeem on the scheduled
that asset near the issue date of the Securities; the 'Initial Price' of the Underlying Asset, which reflects the price or level of
level of that asset near the scheduled redemption date; the 'Final Valuation Price' of the Underlying Asset, which reflects the price or
multiplied by the Initial Price of that asset; and the 'Strike Price' of the Underlying Asset, which is calculated as 100 per cent.
the 'Knock-in Barrier Price' of the Underlying Asset, which is calculated as 65
per cent. multiplied by the Initial Price of that asset.
Initial Price:
The Initial Price of the
Underlying Asset is the closing price or level
of such Underlying Asset on 3 October 2016.
Final Valuation Price:
The Final Valuation Price of the
Underlying Asset is the
closing price or level of such Underlying Asset on
27 September 2021,
the "Final
Valuation Date".
* * * *
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 EUR 1,000.
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 Securities is 4 October 2021.
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
The return on, and value of, the Securities will be linked to the performance of
the Underlying Asset.
on derivative
securities takes
place
Payments of interest will depend on the performance of the Underlying Asset
during the life of the Securities. A fall in the price of the
Underlying Asset below
a specified level on any Interest Valuation Date may 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 the Underlying Asset on each Autocall Valuation Date and the
Final Valuation Date. If no Automatic Redemption (Autocall) Event has occurred
on an Autocall Valuation Date and the Underlying Asset performs negatively
over and during
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 the
Underlying Asset is the closing price or level of
the
Underlying
Asset
on
27 September
2021, as
determined
by the
Determination Agent.
Section D –
Risks
D.2
Key information
Principal Risks relating to the Issuer: Material risks and their impact are
on the key risks
described below in two sections: (i) Material existing and emerging risks by
Principal Risk and (ii) Material existing and emerging risks potentially impacting
that are specific
more than one Principal Risk. The five principal risks are currently categorised
to the Issuer
as: (1) Credit Risk; (2) Market Risk; (3) Funding Risk; (4) Operational Risk; and
(5) Conduct Risk (within the meaning of the Issuer's Enterprise Risk
Management Framework, each a "Principal Risk").
(i)
Material existing and emerging risks by Principal Risk:
Credit risk: The financial condition of the Group's customers, clients and
counterparties, including governments and other financial institutions,
could adversely affect the Group. The term "Group" means Barclays PLC
together with its subsidiaries. The Group may suffer financial loss if any of
its customers, clients or market counterparties fails to fulfil their
contractual obligations to the Group. Furthermore, the Group may also
suffer loss when the value of the Group's investment in the financial
instruments of an entity falls as a result of that entity's credit rating being
downgraded. In addition, the Group may incur significant unrealised gains
or losses due to changes in the Group's credit spreads or those of third
parties, as these changes affect the fair value of the Group's derivative
instruments, debt securities that the Group holds or issues, and loans held
at fair value.
Market risk: The Group's financial position may be adversely affected by
changes in both the level and volatility of prices leading to lower revenues,
or reduced capital. The
Group is also at risk from movements in foreign
currency exchange rates as these impact the sterling equivalent value of
foreign currency denominated assets in the banking book, exposing it to
currency translation risk.
Funding risk: The ability of the Group to achieve its business plans may be
adversely impacted if it does not effectively manage its capital (including
leverage), liquidity and other regulatory requirements. The Group may not
be able to achieve its business plans due to: (i) being unable to
maintain
appropriate capital ratios; (ii) being unable to meet its obligations as they
fall due; (iii) rating agency methodology changes resulting in ratings
downgrades; and (iv) adverse changes in foreign exchange rates on capital
ratios.
Operational risk: The operational risk profile of the Group may change as
a result of human factors, inadequate or failed internal processes and
systems, or external events. The Group is exposed to many types of
operational risk. This includes: fraudulent and other internal and external
criminal activities; the risk of breakdowns in processes, controls or
procedures (or their inadequacy relative to the size and scope of the
make a service or supporting infrastructure unavailable to its intended
users, and the risk of geopolitical cyber threat activity which destabilises or
destroys the Group's information technology, or critical infrastructure the
Group depends upon but does not control. The Group is also subject to the
risk of business disruption arising from events wholly or partially beyond
its control for example natural disasters, acts of terrorism, epidemics and
transport or utility failures, which may give rise to losses or reductions in
service to customers and/or economic loss to the Group. All of these risks
are also applicable where the Group relies on outside suppliers or vendors
to provide services to it and its customers. The operational risks that the
Group is exposed to could change rapidly and there is no guarantee that
the Group's processes, controls, procedures and systems are sufficient to
address, or could adapt promptly to, such changing risks to avoid the risk
of loss.
Legal, competition and regulatory matters: Legal disputes, regulatory
investigations, fines and other sanctions relating to conduct of business
and financial crime may negatively affect the Group's results, reputation
and ability to conduct its business.
Risks arising from regulation of the financial services industry: The
financial services industry continues to be the focus of significant
regulatory change and scrutiny which may adversely affect the Group's
business, financial performance, capital and risk management strategies.
Conduct risk:
Organisational Change: The Group is at risk of not being able to meet
customer
and
regulatory
expectations
due
to
a
failure
to
appropriately manage the: (i) complexity in business practice,
processes and systems; (ii) challenges faced in product suitability,
automation and portfolio-level risk monitoring; (iii) resilience of its
technology; and, (iv) execution strategy, including the failure to fulfil
the high level of operational precision required for effective execution
in order to deliver positive customer outcomes.
Legacy Issues: Barclays remains at risk from the potential outcomes
of a number of investigations relating to its past conduct. Many
stakeholders will remain sceptical and so the risk to Barclays'
reputation will remain. Barclays continues to work to rebuild
customer trust and market confidence impacted by legacy issues.
Market Integrity: There are potential risks arising from conflicts of
interest. While primarily relevant to the Investment Bank, these
potential risks may also impact the corporate and retail customer
base.
Financial Crime: The Group, as a global financial services firm, is
exposed to the risks associated with money laundering, terrorist
financing, bribery and corruption and sanctions.
Any one, or combination, of the above risks could have significant
impact on the Group's reputation and may also lead to potentially
large costs to both rectify this issue and reimburse losses incurred by
customers and regulatory censure and penalties.
(ii) Material existing and emerging risks potentially impacting more than one
Principal Risk:
Structural Reform (emerging risk):
The UK Financial Services (Banking Reform) Act 2013 (the UK Banking
Reform Act) and associated secondary legislation and regulatory rules,
require the separation of the Group's UK and EEA retail and SME deposit
taking activities into a legally, operationally and economically separate and
independent entity and restrict the types of activity such an entity may
conduct (so-called 'ring fencing').
Business conditions, general economy and geopolitical issues:
The Group's performance could be adversely affected in relation to more
than one Principal Risk by a weak or deteriorating global economy or
political instability. These factors may also occur in one or more of the
Group's main countries of operation. The Group offers a broad range of
services to retail, institutional and government customers, in a large
number of countries. The breadth of these operations means that
deterioration in the economic environment, or an increase in political
instability in countries where it is active, or any other systemically
important economy, could adversely affect the Group's performance.
Business Change/Execution (emerging risk):
As Barclays moves towards a single point of entry (Holding Company)
resolution
model
and
implementation
of
the
Structural
Reform
Programme Execution, the expected level of structural and strategic
change to be implemented over the medium term will be disruptive and is
likely to increase funding and operational risks for the Group and could
impact its revenues and businesses.
If any of the risks were to occur, singly or in aggregate, they could have a
material adverse effect on the Group's business, results of operations and
financial condition.
Regulatory action in
the event a bank in the Group (such as the Issuer) is
failing or likely to fail could materially adversely affect the value of the
Securities: The Bank Recovery and Resolution Directive (the "BRRD") provides
an EU-wide framework for the recovery and resolution of credit institutions and
investment firms, their subsidiaries and certain holding companies. The BRRD
(including the Bail-In tool) was implemented in the United Kingdom Banking
Act 2009 as amended ("Banking Act") in January 2015 and came into force
on 1
January 2016. The Banking Act confers substantial powers on a number of UK
authorities designed to enable them to take a range of actions in relation to UK
banks or investment firms and certain of their affiliates in the event a bank or
investment firm in the same group is considered to be failing or likely to fail.
The exercise of any of these actions in relation to the Issuer could materially
adversely affect the value of the Securities.
Under the terms of the Securities, investors have agreed to be
bound by the
exercise of any UK bail-in power by the relevant UK resolution authority.
A downgrade of the credit rating assigned by any credit rating agency to the
Issuer could adversely affect the liquidity or market value of the Securities.
Credit ratings downgrade could occur as a result of, among other causes,
changes in the ratings methodologies used by credit rating agencies. Changes
in credit rating agencies' views of the level of implicit sovereign support for
European banks and their groups are likely to lead to credit ratings
downgrades.
The Issuer is affected by risks affecting the Group:
The Issuer is also affected by
risks affecting the Group as there is substantial overlap in the businesses of the
Issuer and its subsidiaries. Further, the
Issuer can be negatively affected by risks
and other events affecting its subsidiaries even where the Issuer is not directly
affected.
D.6 Key information You may lose some or all of your investment.
on the key risks The terms of the Securities do not provide for scheduled minimum payment
that are specific of the face value or issue price of the Securities at maturity: depending on the
to the Securities performance of the Underlying Asset, you may lose some or all of your
including a risk investment.
warning that The payment of any amount or delivery of any property due under the
investors may Securities is dependent upon the Issuer's ability to fulfil its obligations when
lose some or all they fall due. The Securities are
unsecured obligations. They are not deposits
of the value of and they are not protected under the UK's Financial Services Compensation
their Scheme or any other deposit protection insurance scheme. Therefore, if the
investment 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 will lose up to the entire value of your investment if the Issuer fails or is
otherwise unable to meet its payment obligations.
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
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 Asset: 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, you
may be unable to reinvest the redemption proceeds at a
rate of return as high as the return on the Securities being redeemed.
You
should consider such reinvestment risk in light of other available opportunities
before you purchase the Securities.
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 relevant 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.
Capped return: As the redemption amount is subject to a cap, the return
holders may receive is limited.
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.
Section E –
Offer
E.2b Reasons for The net proceeds from each issue of Securities will be applied by the Issuer for
offer and
use of
its general corporate purposes, which include making a profit and/or hedging
proceeds when
different from
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
making profit Final Terms.
and/or hedging Reasons for the offer and use of Proceeds: General Funding
certain risks
E.3 Description of The terms and conditions of any offer of Securities to the public may be
the terms and
conditions of
determined by agreement between the Issuer and the dealer (the "Manager") at
the time of each issue.
the offer 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
Authorised Offeror
in accordance with
the Authorised Offeror's
usual
procedures.
Description of the application process:
An offer of the Securities may be made
by the Manager or the Authorised Offeror other than pursuant to Article 3(2) of
the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction")
from and including 1 August 2016 to and including 1 October 2016 (the "Offer
Period").
Applications for the Securities can be made in the Public Offer Jurisdiction
through the Authorised Offeror during the Offer Period. The Securities will be
placed into the Public Offer Jurisdiction by the Authorised Offeror.
Details of the minimum and/or maximum amount of application:
There are no
pre-identified allotment criteria. The Authorised Offeror
will adopt allotment
criteria that ensure equal treatment of prospective investors. All of the
Securities requested through the Authorised Offeror will be assigned up to the
maximum amount of the offer.
The maximum amount of application of Securities will be subject only to
availability at the time of the application.
In the event that during the Offer Period the requests exceed the total amount
of the offer destined to prospective investors the Issuer, in accordance with the
Authorised Offeror, will proceed to early terminate the Offer Period and will
immediately suspend the acceptance of further request
Description of possibility to reduce subscriptions and manner for refunding
excess amount paid by applicants:
Not Applicable
Details of the method and time limits for paying up and delivering the
Securities:
The Securities will be issued on the Issue Date against payment of
the net subscription moneys to the Issuer via the Authorised Offeror. Each
investor will be notified by the relevant Authorised Offeror of the settlement
arrangements in respect of the Securities at the time of such investor's
application.
Manner in and date on which results of the offer are to be made public: The
Authorised Offeror will make the results of the offer available to the public upon
request at the Authorised Offeror's offices.
Procedure for exercise of any right of pre-emption, negotiability of
subscription rights and treatment of subscription rights not exercised:
Not
Applicable
Categories of holders to which the Securities
are offered and whether
Tranche(s) have been reserved for certain countries:
Offers may be made
through the Authorised Offeror in the Public Offer Jurisdiction to any person.
Offers (if any) in other EEA countries will only be made through the Authorised
Offeror pursuant to an exemption from the obligation under the Prospectus
Directive as implemented in such countries to publish a prospectus.
Process for notification to applicants of the amount allotted and indication
whether dealing may begin before notification is made:
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.
Name(s) and address(es), to the extent known to the Issuer, of the placers in
the various countries where the offer takes place:
the Authorised Offeror(s)
E.4 Description of
any interest
material to the
issue/offer,
including
conflicting
interests
The relevant Manager(s) or Authorised Offeror(s) may be paid fees in relation
to any issue or offer of Securities. Potential conflicts of interest may exist
between the Issuer, Determination
Agent, relevant Manager(s) or Authorised
Offeror(s) or their affiliates (who may have interests in transactions in
derivatives related
to the Underlying Asset(s) which may, but are not intended
to, adversely affect the market price, liquidity or value of the Securities) and
holders.
Any Manager and its affiliates may be engaged, and may in the future engage,
in hedging transactions with respect to the Underlying Asset.
E.7 Estimated
expenses
charged to
investor by
issuer/offeror
The Issuer will not charge any
expenses to investors in connection with the issue
of Securities. Authorised Offerors may, however, charge expenses to investors.
Such expenses (if any) will be determined by agreement between the
Authorised Offeror and the investors at the time of each issue.