Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Barclays PLC Capital/Financing Update 2018

Nov 23, 2018

5250_rns_2018-11-23_eaad247b-0764-4e39-8cf5-33a81e50de02.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

THESE SECURITIES DO NOT CONSTITUTE COLLECTIVE INVESTMENT SCHEMES IN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA"). ACCORDINGLY, HOLDERS OF THE SECURITIES DO NOT BENEFIT FROM PROTECTION UNDER CISA OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA").

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

TRY 25,000,000 Fixed Rate Securities due September 2020 pursuant to the Global Structured Securities Programme (the Tranche 5 Securities) (to be consolidated and form a single series with the existing TRY 25,000,000 Fixed Rate Securities due September 2020 pursuant to the Global Structured Securities Programme (the Tranche 4 Securities), TRY 50,000,000 Fixed Rate Securities due September 2020 pursuant to the Global Structured Securities Programme (the Tranche 3 Securities), the TRY 25,000,000 Fixed Rate Securities due September 2020 pursuant to the Global Structured Securities Programme (the Tranche 2 Securities) and the TRY 100,000,000 Fixed Rate Securities due September 2020 and issued on 20 September 2017 pursuant to the Global Structured Securities Programme (the Tranche 1 Securities)) Issue Price: 85.132 per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). This Final Terms is supplemental to and should be read in conjunction with the GSSP Base Prospectus 1 dated 28 August 2018 as supplemented on 12 November 2018 and 19 November 2018, which constitutes a base prospectus (the "Base Prospectus" for the purposes of the Prospectus Directive), save in respect of the Terms and Conditions of the Securities which are extracted from the 2017 GSSP Base Prospectus 1 dated 29 August 2017 (the "2017 GSSP Base Prospectus 1") and which are incorporated by reference into the Base Prospectus. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of this Final Terms and the Base Prospectus, save in respect of the Terms and Conditions of the Securities which are extracted from the 2017 GSSP Base Prospectus 1. A summary of the individual issue of the Securities is annexed to this Final Terms.

The Base Prospectus, any supplements to the Base Prospectus and the 2017 GSSP Base Prospectus 1 are available for viewing at https://www.home.barclays/prospectuses-anddocumentation/structuredsecurities/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 2017 GSSP Base Prospectus 1 and not defined in the Final Terms shall bear the same meanings when used herein.

Swiss Distribution Rules:

The Securities may not be distributed to non-qualified investors in Switzerland. These Final Terms shall not be dispatched, copied to or otherwise made available to, and the Securities may not be offered for sale to any person in Switzerland, except to Qualified Investors as defined in article 10 of the Swiss Act on Collective Investment Schemes (CISA), i.e. to a) regulated financial intermediaries such as banks, securities traders, fund management companies and asset managers of collective investment schemes and central banks, b) regulated insurance institutions, c) public entities and retirement benefits institutions with professional treasury operations, d) companies with professional treasury operations. Individuals can request to be treated as qualified investors provided they (i) provide evidence that they have the knowledge required to comprehend the risks of investments based on their individual education and professional experience or based on comparable experience in the financial sector and hold assets of at least Swiss Franc 500,000, or (ii) confirm in writing that they hold assets of at least Swiss Franc 5,000,000.

This document is neither a prospectus according to Art 652a or Art 1156 of the Swiss Code of Obligations nor a simplified prospectus pursuant to Art 5 of the CISA.

The Securities do not constitute an investment in a collective investment scheme and are neither subject to the CISA nor to the supervision of the Swiss Financial Market Supervisory Authority FINMA.

BARCLAYS

Final Terms dated 26 November 2018

PART A – CONTRACTUAL TERMS

1. (a) Series number: NX000201396
(b) Tranche number: 5
2. Settlement Currency: Turkish Lira ("TRY")
3. Exchange Rate: Not Applicable
4. Securities:
(a) Aggregate Nominal Amount as at the
Issue Date:
(i)
Tranche:
Tranche 1: TRY 100,000,000
Tranche 2: TRY 25,000,000
Tranche 3: TRY 50,000,000
Tranche 4: TRY 25,000,000
Tranche 5: TRY 25,000,000
(ii) Series: TRY 225,000,000
(b) Specified Denomination: TRY 10,000
(c) Minimum Tradable Amount: Not Applicable
5. Issue Price: 85.132 per cent. of the Aggregate Nominal Amount
6. Issue Date: Tranche 1: 28 September 2017
Tranche 2: 1 February 2018
Tranche 3: 19 April 2018
Tranche 4: 12 September 2018
Tranche 5: 26 November 2018
7. Interest Commencement Date: 28 September 2017
8. Scheduled Redemption Date: 28 September 2020
9. Calculation Amount: Specified Denomination
Provisions relating to interest (if any) payable
10. Type of Interest: Fixed Rate Interest
(a) Interest Payment Date(s): 28 September in each year. For the avoidance of
doubt, Interest Payment Dates will be on 28
September 2018, 28 September 2019 and on the
Scheduled Redemption Date.
(b) Interest Period End Date(s): 28 September 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: Applicable
(a)
Fixed Rate:
11.00 per cent.
(b)
Day Count Fraction:
Actual/Actual (ICMA)
(c)
Range Accrual:
Not Applicable
15. Floating Rate Interest provisions: 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: Market Value
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: 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: Not Applicable
Held under the NSS: Not Applicable
CGN Form: Applicable
CDIs: Not Applicable
40. Trade Date: Tranche 1: 20 September 2017
Tranche 2: 24 January 2018
Tranche 3: 12 April 2018
Tranche 4: 5 September 2018
Tranche 5: 19 November 2018
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: 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

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 Tranche 5 Issue Date.

Estimate of total expenses related to admission to trading: GBP 375

2. RATINGS

Ratings: The Securities have not been individually rated.

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

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

4. YIELD

Not Applicable

5. OPERATIONAL INFORMATION

(i) ISIN Code: XS1620560695
(ii) Common Code: 162056069
(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
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.
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 the group
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 "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
historiclal
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 September 2017.
There has been no material adverse change in the prospects of the Issuer
since 31 December 2016.
B.13 Recent events
particular to the
Issuer which are
materially
relevant to the
evaluation of
Issuer's solvency
Not Applicable: there have been no recent events particular to the Issuer
which are to a material extent relevant to the evaluation of the Issuer's
solvency.
B.14 Dependency of the
Issuer on other
entities within the
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.
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-1 by
S&P Global Ratings 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 S&P Global Ratings Europe Limited, A2 by
Moody's Investors Service Ltd. and A by Fitch Ratings Limited. A
specific issue of Securities may be rated or unrated.
Ratings: This issue of Securities will not be rated.
Section C  Securities
C.1 Type and class of
Securities being
offered and/or
admitted to
trading
Securities described in this Summary may be debt securities or, where
the repayment terms are linked to the performance of a specified
inflation index, derivative securities.
Securities will bear interest at a fixed rate, a floating rate plus a fixed
percentage, a rate equal to a fixed percentage minus a floating rate, a
rate that is equal to the difference between two floating rates, a rate that
is calculated by reference to movements in a specified inflation index,
or a rate that will vary between two specified fixed rates (one of which
may be zero) depending on whether the specified floating rate exceeds
the specified strike rate on the relevant date of determination, may be
zero coupon securities (which do not bear interest) or may apply a
combination of different interest types. The type of interest (if any)
payable on the Securities may be the same for all Interest Payment
Dates or may be different for different Interest Payment Dates.
Securities may include an option for the Issuer, at its discretion, to
switch the type of interest payable on the Securities once during the
term of the Securities. The amount of interest payable in respect of the
Securities on an Interest Payment Date may be subject to a range
accrual factor that will vary depending on the performance of a
specified inflation index or one or more specified floating rates during
the observation period relating to that interest payment date.
Securities may include an option for the Securities to be redeemed prior
to maturity at the election of the Issuer or the investor. If Securities are
not redeemed early they will redeem on the Scheduled Redemption
Date and the amount paid will either be a fixed redemption amount, or
an amount linked to the performance of a specified inflation index.
Securities may be cleared through a clearing system or uncleared and
held in bearer or registered form. Certain cleared Securities may be in
dematerialised and uncertificated book-entry form. Title to cleared
Securities will be determined by the books of the relevant clearing
system.
Securities will be issued in one or more series (each a "Series") and
each Series may be issued in tranches (each a "Tranche") on the same
or different issue dates. The Securities of each Series are intended to be
interchangeable with all other Securities of that Series. Each Series will
be allocated a unique Series number and an identification code.
The Securities are transferable obligations of the Issuer that can be
bought and sold by investors in accordance with the terms and
conditions set out in the Base Prospectus (the "General Conditions"),
as completed by the final terms document (the "Final Terms") (the
General Conditions as so completed, the "Conditions").
Interest: The interest payable in respect of the Securities will be
determined by reference to a fixed 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 TRY 10,000 (the Calculation Amount).
Form: The Securities will initially be issued in global bearer form.
Identification: Series number: NX000201396; Tranche number: 5
Identification codes: ISIN Code: XS1620560695; Common Code:
162056069.
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 Turkish Lira ("TRY"). All
amounts of interest and principal payable in respect of the Securities
will be paid in Turkish Lira ("TRY").
C.5 Description of
restrictions on free
transferability of
the Securities
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.
Securities held in a clearing system will be transferred in accordance
with the rules, procedures and regulations of that clearing system.
Subject to the above, the Securities will be freely transferable.
C.8 Description of
rights attached to
the Securities
including ranking
and limitations to
those rights
Rights: Each Security includes a right to a potential return of interest
and amount payable 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.
Price: Securities will be issued at a price and in such denominations as
agreed between the Issuer and the relevant dealer(s) and/or manager(s)
at the time of issuance. The minimum denomination will be the
Calculation Amount in respect of which interest and
redemption
amounts will be calculated. The issue price of the Securities is 73.182
per cent. The denomination of a Security is TRY 10,000
(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
Fixed Rate Interest. For the period from and including the Tranche 5
Issue Date to but excluding the Interest Payment Date falling in 28
September 2020, each Security will bear interest at a rate of 11% per
annum payable at the end of each interest calculation period on 28
September in each year (each, an "Interest Payment Date").
FINAL REDEMPTION
The Securities are scheduled to redeem on 28 September 2020 by
payment by the Issuer of an amount in TRY equal to 10,000 multiplied
by 100.00%.
OPTIONAL EARLY REDEMPTION
These Securities cannot be redeemed early at the option of the Issuer or
the Holder.
C.10 Derivative
component in the
interest payment
Not applicable, there is no derivative component in the interest
payment.
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 26 November 2018.
C.15 Description of how
the value of the
investment is
affected by the
value of the
underlying
instrument
The return on, and value of, 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.
Payments of interest are calculated by reference to a Fixed Rate of
11.00%.
C.16 Expiration or
maturity date of
the securities
Securities with repayment terms that reference the performance of a
specified inflation index are scheduled to redeem on the Scheduled
Redemption Date.
The Scheduled Redemption Date of the Securities is 28 September
2020.
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 26 November 2018 (the "Tranche 5
Issue Date") against 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
securities takes
place
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.
Not applicable: the Securities are not derivative securities.
C.19 Final reference
price of the
underlying
The final level of any specified inflation index to which Securities that
are derivative securities are linked will be the level for a given month
that is published on a designated page on Reuters Monitor Money Rates
Service
(at
www.reuters.com)
or
Bloomberg©
(at
www.Bloomberg.com) by the sponsor of the Inflation Index. Details of
the reference month and designated page will be provided in the Final
Terms.
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 of the UK Listing Authority 26 November 2018 and
admit the Securities to trading on the regulated market of the London
Stock Exchange with effect from26 November 2018.
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.
D.6 Risk warning that Not applicable: unless the Issuer fails or goes bankrupt and provided
investors may lose that you hold your securities to maturity and they are not early
value of entire
investment or part
of it
redeemed or adjusted, your invested capital is not at risk.
Section E – Offer
E.2b Reasons for offer
and use of
proceeds when
different from
making profit
and/or hedging
certain risks
Not applicable: the Securities have not been offered to the public.
E.3 Description of the
terms and
conditions of the
offer
Not applicable: the Securities have not been offered to the public.]
E.4 Description of any
interest material
to the issue/offer,
including
conflicting
interests
The relevant Managers 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 Managers
or authorised offeror(s) or their affiliates (who may have interests in
transactions in derivatives related to the underlying asset(s) which may,
but are not intended to, adversely affect the market price, liquidity or
value of the Securities) and Holders.
E.7 Estimated
expenses charged
to investor by
issuer/offeror
The Issuer will not charge any expenses to Holders in connection with
any issue of Securities. Offerors may, however, charge expenses to
Holders. Such expenses (if any) will be determined by agreement
between the offeror and the Holders at the time of each issue.