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Barclays PLC Capital/Financing Update 2017

Sep 20, 2017

5250_rns_2017-09-20_6fde320e-03b9-49ee-bd7b-f89e5534ee6a.pdf

Capital/Financing Update

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BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

EUR 125,000,000 Floating Rate Securities due September 2019 (the "Tranche 2 Securities") to be consolidated and form a single series with the existing EUR 175,000,000 Floating Rate Securities due September 2019 originally issued 11 September 2017 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities" and together with the Tranche 2, the "Securities") Issue Price: 100.441 per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms are supplemental to and should be read in conjunction with the GSSP Base Prospectus 1 dated 25 August 2017 (the "Base Prospectus"), which constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to these Final Terms.

The Base Prospectus, and any supplements thereto, are available for viewing at https://www.home.barclays/prospectuses-and-documentation/structured-securities/prospectuses.html 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 21 September 2017

Part A – CONTRACTUAL TERMS

1. a.
Series number:
NX000200704
b.
Tranche number:
2
2. Settlement Currency: Euro ("EUR")
3. Exchange Rate: Not Applicable
4. Securities:
a.
Aggregate Nominal Amount
as at the Issue Date:
(i)
Tranche:
Tranche 1: EUR 175,000,000
Tranche 2: EUR 125,000,000
(ii) Series: EUR 300,000,000
b.
Specified Denomination:
EUR 100,000
c.
Minimum Tradable
Amount:
Not Applicable
5. Issue Price: Tranche 1: 100.447 per cent. of the Aggregate
Nominal Amount
Tranche 2: 100.441
per cent. of the Aggregate
Nominal Amount
6. Issue Date: Tranche 1: 11 September 2017
Tranche 2: 21 September 2017
7. Interest Commencement Date: Issue Date
8. Scheduled Redemption Date: 11 September 2019
9. Calculation Amount: Specified Denomination
Provisions relating to interest (if any) payable
10. Type of Interest: Floating Rate Interest
a.
Interest Payment Date(s):
11 March, 11 June, 11 September and 11 December in each
year,
adjusted
in
accordance
with
the
Business
Day
Convention
b.
Interest Period End Date(s):
11 March, 11 June, 11 September and 11 December in each
year, subject to adjustment in accordance with the Business
Day Convention
11. Switch Option: Not Applicable
12. Fixing Date – Interest: Not Applicable
13. Fixing Time – Interest: Not Applicable
14. Fixed Rate Interest provisions: Not Applicable
15. Floating Rate Interest
provisions:
Applicable
a.
Floating Interest Rate
Determination:
Applicable
- Reference Rate: EURIBOR
- Designated Maturity: 3 Months
- Offered Quotation: Applicable
- Arithmetic Mean: Not Applicable
- Interest Determination
Date:
As set out in General Conditions 6.8 (Determination of a
Floating Rate)
- Relevant Screen Page: Reuters Screen EURIBOR01 Page
- Relevant Time: 11a.m. CET
b.
CMS Rate Determination:
Not Applicable
c.
Cap Rate:
Not Applicable
d.
Curve Cap:
Not Applicable
e.
Floor Rate:
0.00% per annum
f.
Participation:
Not Applicable
g.
Spread:
Plus 0.40%
h.
Day Count Fraction:
Actual/360
i.
Details of any short or long
Interest Calculation Period:
Not Applicable
j.
Range Accrual:
Not Applicable
16. Inverse Floating Rate Interest
provisions:
Not Applicable
17. Inflation-Linked Interest
provisions:
Not Applicable
18. Digital Interest Provisions: Not Applicable
19. Spread-Linked Interest
Provisions:
Not Applicable
20. Decompounded Floating Rate
Interest provisions:
Not Applicable
21. Zero Coupon Provisions: Not Applicable

Provisions relating to redemption

22. a.
Optional Early Redemption:
Not Applicable
b.
Option Type:
Not Applicable
23. Call provisions Not Applicable
24. Put provisions Not Applicable
25. Final Redemption Type: Bullet Redemption
26. Bullet Redemption provisions: Applicable
Final Redemption Percentage: 100%
27. Inflation-Linked Redemption
provisions:
Not Applicable
28. Early Cash Settlement Amount: Par
a.
Final Redemption Floor
Unwind Costs:
Not Applicable
29. Fixing Date – Redemption: Not Applicable
30. Fixing Time – Redemption: Not Applicable
31. Change in Law: Applicable
32. Currency Disruption Event: Applicable
33. Issuer Tax Event: Applicable
34. Extraordinary Market
Disruption:
Not Applicable
35. Hedging Disruption: Not Applicable
36. Increased Cost of Hedging: Not Applicable
Disruptions
37. Settlement Expenses: Not Applicable
38. FX Disruption Fallbacks
(General Condition 10
(Consequences of FX Disruption
Events)):
Not Applicable

General Provisions

39. 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

40. Trade Date: Tranche 1: 31 August 2017, in respect of EUR 150,000,000;
and 1 September 2017, in respect of EUR 25,000,000
Tranche 2: 14 September 2017
41 Prohibition of Sales to EEA
Retail Investors:
Not Applicable
42. Early Redemption Notice Period
Number:
As set out in General Condition 28.1 (Definitions)
43. Additional Business Centre(s): Not Applicable
44. Business Day Convention: Modified Following
45. Determination Agent: Barclays Bank PLC
46. Registrar: Not Applicable
47. CREST Agent: Not Applicable
48. Transfer Agent: Not Applicable
49. a.
Name of Manager:
Barclays Bank PLC
b.
Date of underwriting
agreement:
Not Applicable
c.
Names and addresses of
secondary trading
intermediaries and main
terms of commitment:
Not Applicable
50. Registration Agent: Not Applicable
51. Masse Category: Not Applicable
52. Governing law: English law
53 Belgian Securities Not Applicable

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO
TRADING
Application is expected to be made by the Issuer
(or on its behalf) for the Securities to be listed on
the official list and admitted to trading on the
regulated market of the London Stock Exchange
with effect from the Issue Date.
Estimate of total expenses related to
admission to trading:
GBP 3,600
2. RATINGS
Ratings: The Securities have not been individually rated.
3. EXPENSES REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL
Reasons for the offer:
(i)
General funding
  • (ii) Estimated net proceeds: Not Applicable
  • (iii) Estimated total expenses: Not Applicable

4. YIELD

Not Applicable

5. HISTORIC INTEREST RATES

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

6. OPERATIONAL INFORMATION

(i) ISIN Code: XS1620524204
(ii) Common Code: 162052420
(iii) Relevant Clearing System(s) and
the
relevant
identification
number(s):
Clearstream, Euroclear
(iv) Delivery: Delivery free of payment
(v) Name and address of additional
Paying Agent(s) (if any)
Not Applicable

SUMMARY

Section A – Introduction and warnings
A.1 Introduction
and warnings
This Summary should be read as an introduction to the Base Prospectus. Any decision to
invest in Securities should be based on consideration of the Base Prospectus as a whole,
including any information incorporated by reference, and read together with the Final
Terms.
Where a claim relating to the information contained in the Base Prospectus is brought
before a court, the plaintiff might, under the national legislation of the relevant Member
State of the European Economic Area, have to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
No civil liability shall attach to any responsible person solely on the basis of this
Summary, including any translation thereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it does not
provide, when read together with the other parts of the Base Prospectus, key information
in order to aid investors 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
Not Applicable: the Issuer does not consent to the use of the Base Prospectus for
subsequent resales.
Section B  Issuer
B.1 Legal and
commercial
name of the
Issuer
The Securities are issued by Barclays Bank PLC (the "Issuer").
B.2 Domicile and
legal form of
the Issuer,
legislation
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 principal laws and legislation under which the Issuer operates are the laws of England
and Wales including the Companies Act.
B.4b Known trends
affecting the
Issuer and
industries in
which the
Issuer operates
The business and earnings of the Issuer and its subsidiary undertakings (together, the
"Bank Group" or "Barclays") can be affected by the fiscal or other policies and other
actions of various governmental and regulatory authorities in the UK, EU, US and
elsewhere, which are all subject to change. The regulatory response to the financial crisis
has led and will continue to lead to very substantial regulatory changes in the UK, EU and
US and in other countries in which the Bank Group operates. It has also (amongst other
things) led to (i) a more assertive approach being demonstrated by the authorities in many
jurisdictions, and (ii) enhanced capital, leverage, liquidity and funding requirements (for
example pursuant to the fourth Capital Requirements Directive (CRD IV)). Any future
regulatory changes may restrict the Bank Group's operations, mandate certain lending
activity and impose other, significant compliance costs.
Known trends affecting the Issuer and the industry in which the Issuer operates include:
continuing political and regulatory scrutiny of the banking industry which is leading

to increased or changing regulation that is likely to have a significant effect on the
structure and management of the Bank Group;
general changes in regulatory requirements, for example, prudential rules relating to

the capital adequacy framework and rules designed to promote financial stability and
increase depositor protection, increased regulation and procedures for the protection
of customers and clients of financial services firms and an increased willingness on
the part of regulators to investigate past practices, vigorously pursue alleged
violations and impose heavy penalties on financial services firms;
increased levels of legal proceedings in jurisdictions in which the Bank Group does

business, including in the form of class actions;
the US Dodd-Frank Wall Street Reform and Consumer Protection Act, which

contains far-reaching regulatory reform (including restrictions on proprietary trading
and fund-related activities (the so-called 'Volcker rule'));
the United Kingdom Financial Services (Banking Reform) Act 2013 which gives

United Kingdom authorities powers to implement measures for, among others: (i)
the separation of the United Kingdom and EEA retail banking activities of the
largest United Kingdom banks into
a legally, operationally and economically
separate and independent entity (so-called 'ring-fencing'); (ii) a statutory 'bail-in'
stabilisation option; and
changes in competition and pricing environments.
B.5 Description of
the group and
the Issuer's
position within
Barclays is a major global financial services provider.
The Issuer is a wholly owned direct subsidiary of Barclays PLC, which is the ultimate
holding company of the Bank Group (Barclays PLC, together with its subsidiaries, the
the group "Group").
B.9 Profit forecast
or estimate
Not Applicable: the Issuer has chosen not to include a profit forecast or estimate.
B.10 Nature of any
qualifications in
audit report on
historical
financial
information
Not Applicable: the audit report on the historical financial information contains no such
qualifications.
B.12 Selected key
financial
information; no
material
adverse change
and significant
change
statements
Based on the Bank Group's audited financial information for the year ended 31 December
2016, the Bank Group had total assets of £1,213,955 million (2015: £1,120,727 million),
total net loans and advances of £436,417 million (2015: £441,046 million), total deposits
of £472,917 million (2015: £465,387 million), and total shareholders' equity of £70,955
million (2015: £66,019 million) (including non-controlling interests of £3,522 million
(2015: £1,914 million)). The profit before tax from continuing operations of the Bank
Group for the year ended 31 December 2016 was £4,383 million (2015: £1,914 million)
after credit impairment charges and other provisions of £2,373 million (2015: £1,762
million). The financial information in this paragraph is extracted from the audited
consolidated financial statements of the Issuer for the year ended 31 December 2016.
Based on the Bank Group's unaudited financial information for the six months ended 30
June 2017, the Bank Group had total assets of £1,136,867 million (30 June 2016:
£1,351,958 million), total net loans and advances of £427,980 million (30 June 2016:
£473,962 million), total deposits of £488,162 million (30 June 2016: £500,919 million),
and total shareholders' equity of £66,167 million (30 June 2016: £69,599 million)
(including non-controlling interests of £84 million (30 June 2016: £2,976 million). The
profit before tax from continuing operations of the Bank Group for the six months ended
30 June 2017 was £2,195 million (30 June 2016: £3,017 million) after credit impairment
charges and other provisions of £1,054 million (30 June 2016: £931 million). The
financial information in this paragraph is extracted from the unaudited consolidated
interim financial statements of the Issuer for the six months ended 30 June 2017.
Not Applicable: there has been no significant change in the financial or trading position of
the Bank Group since 30 June 2017.
There has been no material adverse change in the prospects of the Issuer since 31
December 2016.
Not Applicable: there have been no recent events particular to the Issuer which are to a
B.13 Recent events
particular to
the Issuer
which are
materially
relevant to the
evaluation of
Issuer's
solvency
material extent relevant to the evaluation of the Issuer's solvency.
B.14 Dependency of
the Issuer on
other entities
within the
group
The whole of the issued ordinary share capital of the Issuer is beneficially owned by
Barclays PLC, which is the ultimate holding company of the Bank Group.
The financial position of the Issuer is dependent on the financial position of its subsidiary
undertakings.
B.15 Description of
the Issuer's
principal
activities
The Bank Group is a major global financial services provider engaged in retail and
commercial banking, credit cards, investment banking, wealth management and
investment management services with an extensive international presence in Europe, the
United States, Africa and Asia.
B.16 Description of
whether the
Issuer is
directly or
indirectly
owned or
controlled and
by whom and
nature of such
control
The whole of the issued ordinary share capital of the Issuer is beneficially owned by
Barclays PLC, which is the ultimate holding company of the Issuer and its subsidiary
undertakings.
B.17 Credit ratings
assigned to the
Issuer or its
debt securities
The short-term unsecured obligations of the Issuer are rated A-2 by Standard & Poor's
Credit Market Services Europe Limited, P-1 by Moody's Investors Service Ltd. and F1 by
Fitch Ratings Limited and the long-term obligations of the Issuer are rated A- by Standard
& Poor's Credit Market Services Europe Limited, A1 by Moody's Investors Service Ltd.
and A by Fitch Ratings Limited. A specific issue of Securities may be rated or unrated.
Ratings: This issue of Securities will not be rated.
Section C – Securities
C.1 Type and class
of
Securities
being
offered
and/or admitted
to trading
Securities described in this Summary may be debt securities or, where the repayment
terms are linked to the performance of a specified inflation index, derivative securities.
Securities will bear interest at a fixed rate, a floating rate plus a fixed percentage, a rate
equal to a fixed percentage minus a floating rate, a rate that is equal to the difference
between two floating rates, a rate that is calculated by reference to movements in a
specified inflation index, or a rate that will vary between two specified fixed rates (one of
which may be zero) depending on whether the specified floating rate exceeds the specified
strike rate on the relevant date of determination, may be zero coupon securities (which do
not bear interest) or may apply a combination of different interest types. The type of
interest (if any) payable on the Securities may be the same for all Interest Payment Dates
or may be different for different Interest Payment Dates. Securities may include an option
for the Issuer, at its discretion, to switch the type of interest payable on the Securities once
during the term of the Securities. The amount of interest payable in respect of the
Securities on an Interest Payment Date may be subject to a range accrual factor that will
vary depending on the performance of a specified inflation index or one or more specified
floating rates during the observation period relating to that interest payment date.
Securities may include an option for the Securities to be redeemed prior to maturity at the
election of the Issuer or the investor. If Securities are not redeemed early they will redeem
on the Scheduled Redemption Date and the amount paid will either be a fixed redemption
amount, or an amount linked to the performance of a specified inflation index.
Securities may be cleared through a clearing system or uncleared and held in bearer or
registered form. Certain cleared Securities may be in dematerialised and uncertificated
book-entry form. Title to cleared Securities will be determined by the books of the
relevant clearing system.
Securities will be issued in one or more series (each a "Series") and each Series may be
issued in tranches (each a "Tranche") on the same or different issue dates. The Securities
of each Series are intended to be interchangeable with all other Securities of that Series.
Each Series will be allocated a unique Series number and an identification code.
The Securities are transferable obligations of the Issuer that can be bought and sold by
investors in accordance with the terms and conditions set out in the Base Prospectus (the
"General Conditions"), as completed by the final terms document (the "Final Terms")
(the General Conditions as so completed, the "Conditions").
Interest: The interest payable in respect of the Securities will be determined by reference
to a floating rate of interest. The amount of interest payable in respect of a security for an
interest calculation period will be determined by multiplying the interest calculation
amount of such security by the applicable interest rate and day count fraction.
Call or Put option: Not applicable
Final redemption: The final redemption amount will be 100 per cent. of EUR 100,000
(the Calculation Amount).
Form: The Securities will initially be issued in global bearer form.
Identification: Series number: NX000200704; Tranche number: 2
Identification codes: ISIN Code: XS1620524204; Common Code: 162052420
Governing law: The Securities will be governed by English law.
C.2 Currency Subject to compliance with all applicable laws, regulations and directives, Securities may
be issued in any currency. The terms of Securities may provide that all amounts of interest
and principal payable in respect of such Securities will be paid in a settlement currency
other than the currency in which they are denominated, with such payments being
converted into the settlement currency at the prevailing exchange rate as determined by
the Determination Agent.
The Securities will be denominated in Euro ("EUR").
C.5 Description of
restrictions on
free
Securities are offered and sold outside the United States to non-U.S. 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: Each Security includes a right to a potential return of interest and amount payable
rights attached
to the Securities
on redemption together with certain ancillary rights such as the right to receive notice of
certain determinations and events and the right to vote on future amendments.
including
ranking and
limitations to
those rights
Price: Securities will be issued at a price and in such denominations as agreed between
the Issuer and the relevant dealer(s) and/or manager(s) at the time of issuance. The
minimum denomination will be the Calculation Amount in respect of which interest and
redemption amounts will be calculated. The issue price of the Tranche 2 Securities is
100.441 per cent. The denomination of a Security is EUR 100,000 (the "Calculation
Amount").
Taxation: All payments in respect of the Securities shall be made without withholding or
deduction for or on account of any UK taxes unless such withholding or deduction is
required by law. In the event that any such withholding or deduction is required by law,
the Issuer will, save in limited circumstances, pay additional amounts to cover the
amounts so withheld or deducted.
Events of default: If the Issuer fails to make any payment due under the Securities or
breaches any other term and condition of the Securities in a way that is materially
prejudicial to the interests of the Holders (and such failure is not remedied within 30 days,
or, in the case of interest, 14 days), or the Issuer is subject to a winding-up order, then
(subject, in the case of interest, to the Issuer being prevented from payment for a
mandatory provision of law) the Securities will become immediately due and payable,
upon notice being given by the Holder (or, in the case of French law Securities, the
representative of the Holders).
Ranking: The Securities are direct, unsubordinated and unsecured obligations of the
Issuer and rank equally among themselves.
Limitations to rights: Notwithstanding that the Securities are linked to the performance
of the underlying asset(s), Holders do not have any rights in respect of the underlying
assets. The terms and conditions of the Securities contain provisions for calling meetings
of Holders to consider matters affecting their interests generally and these provisions
permit defined majorities to bind all Holders, including all Holders who voted in a manner
contrary to the majority. Furthermore, in certain circumstances, the Issuer may amend the
terms and conditions of the Securities, without the Holders' consent. The terms and
conditions of the Securities permit the Issuer and the Determination Agent (as the case
may be), on the occurrence of certain events and in certain circumstances, without the
Holders' consent, to make adjustments to the terms and conditions of the Securities, to
redeem the Securities prior to maturity, (where applicable) to postpone valuation of the
underlying asset(s) or scheduled payments under the Securities, to change the currency in
which the Securities are denominated, to substitute the Issuer with another permitted
entity subject to certain conditions, and to take certain other actions with regard to the
Securities and the underlying asset(s) (if any).
C.9 Interest/
Redemption
Interest: In respect of each interest calculation period, Securities may or may not bear
interest. For each interest calculation period in respect of which the Securities bear
interest, interest will accrue at one of the following rates: a fixed rate, a floating rate plus a
fixed percentage, a rate equal to a fixed percentage minus a floating rate, a rate that is
equal to the difference between two floating rates, a rate that is calculated by reference to
movements in a specified inflation index, a rate that will vary between two specified fixed
rates (one of which may be zero) depending on whether the specified floating rate exceeds
a specified level on the relevant date of determination, or a rate that is decompounded
floating rate. Securities may include an option for the Issuer, at its discretion, to switch the
type of interest payable on the Securities once during the term of the Securities (the
"Switch Option"). The amount of interest payable in respect of the Securities on an
Interest Payment Date may also be subject to a range accrual factor that will vary
depending on the performance of a specified inflation index or one or more specified
floating rates, as described in 'Range Accrual Factor' below (the "Range Accrual
Factor").
Final Redemption: The amount payable on final redemption of the Securities will either
be fixed at a percentage of the Calculation Amount of the Securities, or may reference the
Calculation Amount of the Securities (being the minimum denomination of the Securities)
as adjusted upwards or downwards to account for movements in an inflation index.
Settlement procedures will depend on the clearing system for the Securities and local
practices in the jurisdiction of the investor.
Optional Early Redemption: Certain Securities may be redeemed earlier than the
Scheduled Redemption Date following the exercise of a call option by the Issuer or the
exercise of a put option by a Holder of the Securities.
Mandatory Early Redemption: Securities may also be redeemed earlier than the
Scheduled Redemption Date if performance of the Issuer's obligations becomes illegal, if
the Determination Agent so determines, following cessation of publication of an inflation
index, or following the occurrence of a change in applicable law, a currency disruption or
a tax event affecting the Issuer's ability to fulfil its obligation under the Securities.
Indicative amounts: If the Securities are being offered by way of a Public Offer and any
specified product values below are not fixed or determined at the commencement of the
Public Offer (including any amount, level, percentage, price, rate or other value in relation
to the terms of the Securities which has not been fixed or determined by the
commencement of the Public Offer), these specified product values will specify an
indicative amount, an indicative minimum amount, an indicative maximum amount or any
combination thereof. In such case, the relevant specified product value(s) shall be the
value determined based on market conditions by the Issuer on or around the end of the
Public Offer. Notice of the relevant specified product value will be published prior to the
Issue Date.
INTEREST
Floating Rate Interest. Each Security will bear interest from 11 September 2017 and will
pay an amount of interest linked to the Floating Rate (as defined below) at the end of each
interest calculation period on 11 March, 11 June, 11 September and 11 December in each
year (each, an "Interest Payment Date").
The applicable rate of interest ("Rate of Interest") will be equal to the Floating Rate and
then adding 0.40%, provided that such rate shall not be less than 0.00% per annum.
"Floating Rate" means the quotation for 3 month EURIBOR that appears on Reuters
Screen EURIBOR01 Page at 11:00a.m. CET on the date for determining the floating rate.
FINAL REDEMPTION
The Securities are scheduled to redeem on 11 Sepetmber 2019 by payment by the Issuer
of an amount in EUR equal to EUR 100,000 multiplied by 100%.
OPTIONAL EARLY REDEMPTION
These Securities cannot be redeemed early at the option of the Issuer or the Holder.
C.11 Admission to
trading
Securities may be admitted to trading on a regulated market in Belgium, Denmark,
Finland, France, Ireland, Italy, Luxembourg, Malta, the Netherlands, Norway, Portugal,
Spain, Sweden or the United Kingdom.
Application is expected to be made by the Issuer (or on its behalf) for the Securities to be
admitted to trading on the regulated market of the London Stock Exchange with effect
from 21 September 2017.
C.15 Description of
how the value
of the
investment is
The return on, and value of, Securities that are derivative securities will be linked to the
performance of a specified inflation index. In addition, any interest payments will be
calculated by reference to a fixed rate and/or one or more floating rates or movements in
the specified inflation index.
affected by the
value of the
underlying
instrument
Payments of interest are calculated by reference to the Floating Rate and the Spread. The
amount of interest for a given period is however subject to a minimum rate of 0.00%.
C.16 Expiration or
maturity date of
Securities with repayment terms that reference the performance of a specified inflation
index are scheduled to redeem on the Scheduled Redemption Date.
the securities The Scheduled Redemption Date of the Securities is 11 September 2019.
C.17 Settlement
procedure of
the derivative
securities
Securities that are derivative securities will be delivered on the specified issue date either
against payment of the issue price (or, in the case of Securities having a settlement
currency different from the currency of denomination, the settlement currency equivalent
of the issue price) or free of payment of the issue price of the Securities. The Securities
may be cleared and settled through Euroclear Bank S.A./N.V., Clearstream Banking
société anonyme, CREST, Euroclear France, S.A., VP Securities, A/S, Euroclear Finland
Oy, Norwegian Central Securities Depositary, Euroclear Sweden AB or SIX SIS Ltd.
Securities will be delivered on 21 September 2017 (the "Issue Date") free of payment of
the issue price of the Securities.
The Securities will be cleared and settled through Euroclear Bank S.A./N.V., Clearstream
Banking société anonyme.
C.18 Description of
how the return
on derivative
The value of the underlying asset to which Securities that are derivative Securities are
linked will affect the interest paid and/or the amount paid on the Scheduled Redemption
Date. Interest and any redemption amount payable will be paid in cash.
securities takes
place
Not applicable: the Securities are not derivative securities.
C.19 Final reference
price of the
underlying
Not applicable: the Securities are not derivative securities.
C.20 Type of
underlying
Not applicable: the Securities are not derivative securities.
C.21 Market where
Securities are
traded
Application is expected to be made by the Issuer to list the Securities on the official list
and admitted to trading on the regulated market of the London Stock Exchange with effect
from 21 September 2017.
Section D – Risks
D.2 Key
information on
the key risks
that are specific
to the Issuer
Principal Risks relating to the Issuer: Material risks and their impact are described
below in two sections: (i) Material existing and emerging risks by Principal Risk and (ii)
Material existing and emerging risks potentially impacting more than one Principal Risk.
A revised Enterprise Risk Management Framework ("ERMF") was approved by the
board of the Issuer in December 2016 and revises the eight risks as follows: (1) Credit
Risk of the Issuer; (2) Market Risk; (3) Treasury and Capital Risk; (4) Operational Risk;
(5) Model Risk; (6) Conduct Risk; (7) Reputation Risk; and (8) Legal Risk (each a
"Principal Risk").
(i)
Material existing and emerging risks by Principal Risk:
Credit risk: The risk of loss to the Group from the failure of clients, customers or
counterparties, including sovereigns, to fully honour their obligations to the Group,
including the whole and timely payment of principal, interest, collateral and other
receivables. The Group may suffer financial loss if any of its customers, clients or market
counterparties fails to fulfil their contractual obligations to the Group. The Group may
also suffer loss when the value of its 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 risk of loss arising from potential adverse changes in the value of the
Group's assets and liabilities from fluctuation in market variables including, but not
limited to, interest rates, foreign exchange, equity prices, credit spreads, implied
volatilities and asset correlations. The Group's trading business is generally adversely
exposed to a prolonged period of elevated asset price volatility, particularly if it
negatively affects the depth of marketplace liquidity.
Treasury and capital risk: The ability of the Group to achieve its business plans may be
adversely impacted due to availability of planned liquidity, a shortfall in capital or a
mismatch in the interest rate exposures of its assets and liabilities. 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
downgrades; (iv) adverse changes in foreign exchange rates on capital ratios; (v) negative
interest rates; and (vi) adverse movements in the pension fund.
Operational risk: The risk of loss to the Group from inadequate or failed processes or
systems, human factors or due to external events (for example fraud) where the root cause
is not due to credit or market risks. The Group is exposed to many types of operational
risk. These include: fraudulent and other internal and external criminal activities;
breakdowns in processes, controls or procedures (or their inadequacy relative to the size
and scope of the Group's business); systems failures or an attempt by an external party to
make a service or supporting technological infrastructure unavailable to its intended users,
known as a denial of service attack and the risk of geopolitical cyber threat activity which
destabilises or destroys the Group's information technology, or critical technological
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.
Model risk: The Group uses models to support a broad range of business and risk
management activities. Models are imperfect and incomplete representations of reality,
and so they may be subject to errors affecting the accuracy of their outputs. Models may
also be misused. Model errors or misuse may result in the Group making inappropriate
business decisions and being subject to financial loss, regulatory risk, reputational risk
and⁄or inadequate capital reporting.
Conduct risk: The risk of detriment to customers, clients, market integrity, competition
or the Group from the inappropriate supply of financial services, including instances of
wilful or negligent misconduct. The Group is committed to ensuring that positive
customer and client outcomes and protecting market integrity are integral to the way the
Group operates. This includes taking reasonable steps to ensure the Group's culture and
strategy are appropriately aligned to the objective that: the Group's products and services
are reasonably designed and delivered to meet the needs of the Group's customers and
clients. The Group has identified six main conduct risks, associated with: (i) the execution
of strategic divestment in non-core businesses, (ii) product governance and sales practices,
(iii) trading controls and benchmark submissions, (iv) the management of financial crime,
(v) data protection and privacy, and (vi) regulatory focus on culture and accountability.
Certain other risks may result in detriment to customers, clients and market integrity if not
managed effectively. These include but are not limited to: cyber risk; infrastructure and
technology resilience; ability to hire and retain qualified people; outsourcing; data quality;
operational precision and payments; regulatory change; structural reform; change and
execution risk; and the exit of the UK from the EU.
Reputation risk: The risk that an action, transaction, investment or event will reduce trust
in the Group's integrity and competence by clients, counterparties, investors, regulators,
employees or the public.
Legal risk: 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.
(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 all UK deposit-taking
banks with over £25 billion of deposits (from individuals and small businesses) to
separate certain day-to-day banking activities (e.g. deposit-taking) offered to retail and
smaller business customers from other wholesale and investment banking services.
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 and prospects.
Change and execution:
The Group continues to drive changes to its functional capabilities and operating
environment in order to allow the business to exploit emerging and digital technologies,
and
improve
customer
experience
whilst
also
embedding
enhanced
regulatory
requirements, strategic realignment, and business model changes. The complexity,
increasing pace, and volume of changes underway simultaneously mean there is
heightened execution risk and potential for change not being delivered to plan. Failure to
adequately manage this risk could result in extended outages and disruption, financial
loss, customer detriment, legal liability, potential regulatory censure and reputational
damage.
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.
Regulatory action in the event a bank in the Group (such as the Issuer) is failing or
likely to fail:
UK resolution authorities have the right under certain circumstances to intervene in the
Group pursuant to the stabilisation and resolution powers granted to them under the
Banking Act and other applicable legislation. 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.
EU referendum:
The UK held a referendum on 23 June 2016 on whether it should remain a member of the
EU. This resulted in a vote in favour of leaving the EU. The result of the referendum
means that the long-term nature of the UK's relationship with the EU is unclear and there
is uncertainty as to the nature and timing of any agreement with the EU on the terms of
exit. In the interim, there is a risk of uncertainty for both the UK and the EU, which could
adversely affect the economy of the UK and the other economies in which the Group
operates.
Impairment:
The introduction of the impairment requirements of IFRS 9 Financial Instruments, due to
be implemented on 1 January 2018, is expected to result in higher impairment loss
allowances that are recognised earlier, on a more forward looking basis and on a broader
scope of financial instruments than is the case under IAS 39. Measurement will involve
increased complexity, judgement and is expected to have a material financial impact and
impairment charges will tend to be more volatile. Unsecured products with longer
expected lives, such as revolving credit cards, are expected to be most impacted. The
capital treatment on the increased reserves is the subject of ongoing discussion with
regulators and across the industry, but there is potential for significant adverse impact on
regulatory capital ratios. In addition, the move from incurred to expected credit losses has
the potential to impact the Group's performance under stressed economic conditions or
regulatory stress tests.
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 Bank Group:
The Issuer is also affected by risks affecting the Bank 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.3 Key
information on
the key risks
that are specific
to the Securities
You may lose up to the entire value of your investment in the Securities:
The payment of any amount due under the Securities is dependent upon the Issuer's
ability to fulfil its obligations when they fall due. The Securities are unsecured
obligations. They are not deposits and they are not protected under the UK's
Financial Services Compensation Scheme or any other deposit protection insurance
scheme. Therefore, even if the relevant Securities are stated to be repayable at an
amount that is equal to or greater than their initial purchase price, if the Issuer fails
or is otherwise unable to meet its payment or delivery
obligations under the
Securities, you will lose some or all of your investment.
You may also lose some or all of your entire investment if:
you sell your Securities prior to maturity in the secondary market (if any) at an

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

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

and conditions of the Securities) with the result that the redemption amount payable
to investors and/or the value of the Securities is reduced.
Reinvestment risk/loss of yield: Following an early redemption of the Securities for any
reason, Holders may be unable to reinvest the redemption proceeds at a rate of return as
high as the return on the Securities being redeemed.
Volatile market prices: The market value of the Securities is unpredictable and may be
highly volatile, as it can be affected by many unpredictable factors, including: market
interest and yield rates; fluctuations in currency exchange rates; exchange controls; the
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.
Risks relating to Floating Rates: The performance of floating interest rates is dependent
upon a number of factors, including supply and demand on the international money
markets, which are influenced by measures taken by governments and central banks, as
well as speculations and other macroeconomic factors.
D.6 Risk warning
that investors
may lose value
of entire
investment or
part of it
The capital invested in the Securities is at risk. Consequently, you may lose the value of
your entire investment, or part of it.
Section E – Offer
E.2b Reasons for
offer and use of
proceeds when
different from
making profit
and/or hedging
certain risks
Not applicable: the Securities have not been offered to the public.
E.3 Description of
the terms and
conditions of
the offer
Not applicable: the Securities have not been offered to the public.
E.4 Description of
any interest
material to the
issue/offer,
including
conflicting
interests
Not Applicable: no person involved in the issue or offer has any interest, or conflicting
interest, that is material to the issue or offer of Securities.
E.7 Estimated
expenses
charged to
investor by
issuer/offeror
Not applicable: the Securities have not been offered to the public.