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Barclays PLC Capital/Financing Update 2020

Mar 16, 2020

5250_rns_2020-03-16_c52ed877-7db6-4b79-9a0e-94a6784bc4f1.pdf

Capital/Financing Update

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Final Terms

PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA Retail Investor"). For these purposes, an EEA Retail Investor means a person in the European Economic Area who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day" (as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), "MiFID II"); (ii) a customer within the meaning of the Insurance Mediation Directive (Directive 2002/92/EC (as amended from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after exit day, "IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after exit day, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after exit day, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling the Securities or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 50,000,000 Securities due March 2026 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities")) Issue Price: 100 per cent

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). This Final Terms is supplemental to and should be read in conjunction with the GSSP Base Prospectus 16 dated 12 July 2019, as supplemented on 3 September 2019, 24 October 2019 and 11 March 2020 (the "Base Prospectus"), which constitutes a base prospectus for the purposes of Directive 2003/71/EC (as amended or superseded from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day"(as such term is defined in the European Union (Withdrawal) Act 2018 (as amended), such term referring to the date of the United Kingdom's departure from the European Union), the "Prospectus Directive"). 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. A summary of the individual issue of the Securities is annexed to this Final Terms. Words and expressions defined in the Base Prospectus and not defined in the Final Terms shall bear the same meanings when used herein.

The Base Prospectus, and any supplements thereto, are available for viewing at https://www.home.barclays/investor-relations/fixed-incomp-investors/prospectus-and-

documents/structured-securities-prospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office.

BARCLAYS

Final Terms dated 16 March 2020

PART A – CONTRACTUAL TERMS

1. (a) Series number: NX000247965
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at
the Issue Date:
(i) Tranche: GBP 50,000,000
(ii) Series: GBP 50,000,000
(b) Specified Denomination: GBP 1,000
(c) Minimum Tradable Amount: GBP 95,000, and integral multiples of GBP 1,000
thereafter
(d) Calculation Amount: GBP 1,000
4. Issue Price: 100% of par.
5. Issue Date: 16 March 2020
6. Scheduled Redemption Date: 16 March 2026
7.
Preference Share linked Securities:
(a) Underlying Preference Share(s) and
Underlying Preference Share
Reference Asset(s):
Underlying Preference Share: 1 Preference Share
linked to the FTSE 100 Index (the "Underlying
Preference Share Reference Asset") issued by
Teal
Investments
Limited
(Class
number:
PEIS0007)
(b) Final Valuation Date: 9 March 2026, subject as specified in General
Condition 5.3 (Relevant defined terms)
(c) Valuation Time: As specified in General Condition 5.3 (Relevant
defined terms)
8. Additional Disruption Event:
(a) Change in Law: Applicable
as
per
General
Condition
22.1
(Definitions)
(b) Currency Disruption Event: Applicable
as
per
General
Condition
22.1
(Definitions)
(c) Extraordinary Market Disruption: Applicable
as
per
General
Condition
22.1
(Definitions)
(d) Optional Additional Adjustment
Event(s):
Applicable
as
per
General
Condition
22.1
(Definitions)
(i)
Insolvency Filing:
Applicable
(ii) Insolvency: Applicable
(iii) Preference Share Adjustment
Event:
Applicable
9. 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
10. Trade Date: 9 March 2020
11. 871(m) Securities The Issuer has determined that the Securities
(without regard to any other transactions) should
not be subject to US withholding tax under Section
871(m) of the US Internal Revenue Code and
regulations promulgated thereunder.
12. Prohibition of Sales to EEA Retail
Investors:
Applicable – see the cover page of these Final
Terms
13. Early Redemption Notice Period
Number:
As
specified
in
General
Condition
22.1
(Definitions)
14. Additional Business Centre(s): Not Applicable
15. Determination Agent: Barclays Bank PLC
16. Registrar: The
Bank
of
New
York
Mellon
SA/NV,
Luxembourg Branch
17. CREST Agent: Not Applicable
18. Transfer Agent: The
Bank
of
New
York
Mellon
SA/NV,
Luxembourg Branch
19. (a) Name of Manager Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
20. Relevant Benchmarks: FTSE 100 is provided by FTSE International
Limited. As at the date hereof, FTSE International
Limited appears in the register of administrators
and benchmarks established and maintained by
ESMA pursuant to article 36 of the Benchmarks

Regulation

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

2. RATINGS

Ratings: The Securities have not been individually rated.

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

Save for any fees payable to the Manager and save for any trading and market-making activities of the Issuer and/or its affiliates in the Underlying Preference Share and/or the Underlying Preference Share Reference Assets, the hedging activities of the Issuer and/or its affiliates and the fact that the Issuer/an affiliate of the Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Preference Share, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the issue.

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

  • (a) Reasons for the offer: Making profit and/or hedging purposes
  • (b) Estimated net proceeds: Not Applicable
  • (c) Estimated total expenses: Not Applicable

5. PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND OTHER INFORMATION CONCERNING THE UNDERLYING PREFERENCE SHARE

The value of the Securities will depend upon the performance of the Underlying Preference Share.

The Preference Share Value in respect of each Underlying Preference Share will be published on each Business Day at https://barxis.barcap.com/GB/1/en/home.app.

Details of the past performance and volatility of the Underlying Preference Share Reference Asset(s) may be obtained from Bloomberg Screen: UKX Index.

Index Disclaimer: FTSE® 100 Index.

See also the Annex – "ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING"

6. OPERATIONAL INFORMATION

  • (a) ISIN Code: XS2076278444
  • (b) Common Code: 2076278444
  • (c) Name(s) and address(es) of any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, and the relevant Not Applicable

identification number(s):

  • (e) Intended to be held in a manner which would allow Eurosystem eligibility:

(d) Delivery: Delivery free of payment

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositaries ("ICSDs") as common safekeeper and does not necessarily mean that the Notes will be recognized as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

SUMMARY

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

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

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

Section A – Introduction and warnings
A.1 Introduction and
warnings
This Summary should be read as an introduction to the Base Prospectus. Any
decision to invest in Securities should be based on consideration of the Base
Prospectus as a whole, including any information incorporated by reference, and
read together with the Final Terms.
Where a claim relating to the information contained in the Base Prospectus is
brought before a court, the plaintiff might, under the national legislation of the
relevant Member State of the European Economic Area, have to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
No civil liability shall attach to any responsible person solely on the basis of this
Summary, including any translation thereof, unless it is misleading, inaccurate or
inconsistent when read together with the other parts of the Base Prospectus or it
does not provide, when read together with the other parts of the Base Prospectus,
key information in order to aid holders when considering whether to invest in the
Securities.
A.2 Consent by the
Issuer to the use
of prospectus in
subsequent resale
or final
placement of
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
Not Applicable.
operates
B.5 Description of
the group and
the Issuer's
position within
the group
The Issuer (together with its subsidiary undertakings, the "Bank Group" or
"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.
B.9 Profit forecast or
estimate
Not Applicable: the Issuer has chosen not to include a profit forecast or estimate.
B.10 Nature of any
qualifications in
audit report on
historical
financial
information
Not Applicable: the audit report on the historical financial information contains
no such qualifications.
B.12 Selected key
financial
information; no
material adverse
change and no
significant
change
statements
Based on the Bank Group's audited financial information for the year ended 31
December 2019, the Bank Group had total assets of £876,672m (2018:
£877,700m), total net loans and advances at amortised cost of £141,636m (2018:
£136,959m), total deposits of £213,881m (2018: £199,337m), and total equity of
£50,615m (2018: £47,711m) (including non-controlling interests of £0 (2018:
£2m)). The profit before tax of the Bank Group for the year ended 31 December
2019 was £3,112m (2018: £1,286m) after credit impairment charges and other
provisions of £1,202m (2018: £643m). The financial information in this
paragraph is extracted from the audited consolidated financial statements of the
Issuer for the year ended 31 December 2019.
Not applicable: There has been no significant change in the financial or trading
position of the Bank Group since 31 December 2019.
There has been no material adverse change in the prospects of the Issuer since 31
December 2019.
B.13 Recent events
particular to the
Issuer which are
materially
relevant to the
evaluation of
Issuer's solvency
Not Applicable: there have been no recent events particular to the Issuer which
are to a material extent relevant to the evaluation of the Issuer's solvency.
B.14 Dependency of
the Issuer on
other entities
within the group
The whole of the issued ordinary share capital of the Issuer is beneficially owned
by Barclays PLC, which is the ultimate holding company of the Bank Group.
The financial position of the Issuer is dependent on the financial position of its
subsidiary undertakings.
B.15 Description of
the Issuer's
principal
activities
The Issuer's principal activity is to offer products and services designed for larger
corporate, wholesale and international banking clients. The businesses of
Barclays PLC and its subsidiaries (collectively, the "Group") include consumer
banking and payments operations around the world, as well as a top-tier, full
service, global consumer and investment bank.
B.16 Description of
whether the
Issuer is directly
or indirectly
owned or
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.
controlled and by
whom and
nature of such
control
Section C – Securities
C.1 Type and class of
Securities being
offered and/or
Securities described in this Summary (the "Securities") are derivative securities
and are issued as notes.
admitted to The Securities will not bear interest.
trading If the Securities have not redeemed early they will redeem on the scheduled
redemption date and the amount paid will be a redemption amount that is linked
to the change in value a specified preference share which may fluctuate up or
down depending on the performance of the reference asset(s) to which they are
linked.
Securities will be cleared through a clearing system and may be held in bearer
form or registered form. Certain 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 as completed by the final terms document (the "Final Terms").
Form: The Securities will initially be issued in global bearer form.
Identification: Series number: NX000247965; Tranche number: 1
Identification Codes: ISIN Code: XS2076278444; Common Code: 207627844;
SEDOL: BKV4TB4.
Governing law: The Securities will be governed by English law.
Determination Agent: Barclays Bank PLC (the "Determination Agent") will be
appointed to make calculations and determinations with respect to the Securities.
C.2 Currency Subject to compliance with all applicable laws, regulations and directives,
Securities may be issued in any currency.
The Securities will be denominated in pounds sterling ("GBP").
C.5 Description of
restrictions on
free
transferability of
the Securities
Securities are offered and sold outside the United States to non-US persons in
reliance on 'Regulation S' and must comply with transfer restrictions with respect
to the United States. Securities held in a clearing system will be transferred in
accordance with the rules, procedures and regulations of that clearing system.
Subject to the above, the Securities will be freely transferable.
C.8 Description of
rights attached to
RIGHTS
the Securities
and limitations to
those rights;
Each Security includes a right to a potential return and an amount payable on
redemption, together with certain ancillary rights such as the right to receive
notice of certain determinations and events and to vote on future amendments.
ranking of the
Securities
Taxation: All payments in respect of the Securities shall be made without
withholding or deduction for or on account of any UK taxes unless such
withholding or deduction is required by law.
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, in each case, such
failure is not remedied within 30 days) or the Issuer is subject to a winding-up
order (other than in connection with a scheme of reconstruction, merger or
amalgamation), the Securities will become immediately due and payable, upon
notice being given by the holder.
LIMITATION TO RIGHTS
Notwithstanding that the Securities are linked to the performance of the
underlying asset(s), Holders do not have any rights in respect of the underlying
assets(s). The terms and conditions of the Securities contain provisions for calling
meetings of holders to consider matters affecting their interests generally and
these provisions permit defined majorities to bind all holders, including holders
who did not attend and vote at the relevant meeting and holders who voted in a
manner contrary to the majority. 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).
RANKING
The Securities are direct, unsubordinated and unsecured obligations of the Issuer
and rank equally among themselves.
C.11 Admission to
trading
Securities may be admitted to trading on a regulated market in 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 16 March 2020.
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, the Securities will be linked to changes in the value
of the GBP Preference Share issued by Teal Investments Limited (Class number:
PEIS0007), the "Underlying Preference Share", the value of which is
dependent on the performance of FTSE 100, the "Underlying Preference Share
Reference Asset".
Interest
The Securities will not have interest.
Final redemption
The Securities are scheduled to redeem on 16 March 2026 by payment by the
Issuer of an amount in GBP for each GBP 1,000 in nominal amount of the
Securities equal to an amount determined by the Determination Agent in good
faith and in a commercially reasonable manner as GBP 1,000 multiplied by an
amount equal to the value of the Underlying Preference Share on 9 March 2026,
being the final valuation date, divided by the value of the Underlying Preference
Share on 16 March 2020, being the initial valuation date. The final valuation date
could be postponed if any relevant date for valuation is postponed in accordance
with the terms of the Underlying Preference Share.
The greater the value of the Underlying Preference Share on the final valuation
date (as compared to the value of the Underlying Preference Share on the initial
valuation date), the greater the redemption amount payable on the Securities. If
the value of the Underlying Preference Share on the final valuation date is below
the value of the Underlying Preference Share on the initial valuation date, the
final redemption amount will be less than the amount invested and could be as
low as zero.
The return on the Underlying Preference Share will be calculated as an amount
dependent on the price or level of the Underlying Preference Share Reference
Assets on one or more specified dates during the life of the Underlying
Preference Shares. In particular, the return on the Underlying Preference Share
will depend on the following:

'the 'Initial Price' of the Underlying Preference Share Reference Asset,
which reflects the price or level of that Underlying Preference Share
Reference Asset on the Initial Valuation Date of the Underlying
Preference Shares (being 9 March 2020) and is used as the reference
point for determining the performance of any investment;

the 'Final Valuation Price' of the Underlying Preference Share Reference
Asset, which reflects the price or level of that Underlying Preference
Share Reference Asset on or near the Final Valuation Date;

the 'Final Autocall Settlement Percentage' which is 192.46%

the 'Strike Price' of the Underlying Preference Share Reference Asset,
which is calculated as the Strike Price Percentage multiplied by the
Initial Price of that Underlying Preference Share Reference Asset;

the 'Strike Price Percentage' which is 100%;

the 'Final Barrier' of the Underlying Preference Share Reference Asset,
which is calculated as 100% multiplied by the Initial Price of that
Underlying Preference Share Reference Asset.

the 'Knock-in Barrier Price' of the Underlying Preference Share
Reference Asset, which is calculated as 60% multiplied by the Initial
Price of that Underlying Preference Share Reference Asset;

the 'Knock-in Barrier Percentage' which is 60%;

the price or level of the Underlying Preference Share Reference Asset on
one or more 'observation dates' during an 'observation period'; and
Initial Price: The Initial Price of the Underlying Preference Share Reference
Asset is 6,041.75.
Final Valuation Price: The Final Valuation Price of the Underlying Preference
Share Reference Asset is the closing price or level of the Underlying Preference
Share Reference Asset on 9 March 2026.
Calculation of the return on the Underlying Preference Share
There are several threshold levels which will affect the calculation of the return
on the Underlying Preference Share. In particular, the return on the Underlying
Preference Share will be calculated differently depending on whether or not the
price or level of the Underlying Preference Share Reference Asset on certain
dates is equal to, above or below certain specified threshold levels. In other
words, the return on the Underlying Preference Share will be calculated
differently depending on whether or not the performance of the Underlying
Preference Share Reference Asset satisfies certain 'threshold tests'.
The first threshold test for the Underlying Preference Shares underlying the
Securities is whether:
The Final Valuation Price of the Underlying Preference Share Reference Asset is
greater than or equal to the Final Barrier of the Underlying Preference Share
Reference Asset.
If the first threshold test is satisfied, the return on the Underlying Preference
Share will be calculated as follows:
Return on the Underlying Preference Share = the Final Autocall Settlement
Percentage (being 192.46%) multiplied by the Calculation Amount (being GBP
100).
If the first threshold test is not satisfied, a second threshold test will be
considered.
The second threshold test for the Underlying Preference Shares underlying the
Securities is whether:
The Final Valuation Price of the Underlying Preference Share Reference Asset is
greater than or equal to the Knock-in Barrier Price of the Underlying Preference
Share Reference Asset.
If the second threshold test is satisfied, the return on the Underlying Preference
Share will be calculated as follows:
Return on the Underlying Preference Share = 100% multiplied by the Calculation
Amount.
If the second threshold test is not satisfied, the return on the Underlying
Preference Share will instead be calculated as follows:
Return on the Underlying Preference Share = the Final Valuation Price of the
Underlying Preference Share Reference Asset divided by the Strike Price of the
Underlying Preference Share Reference Asset and then multiplied by the
Calculation Amount.
Early redemption of the Underlying Preference Shares following an autocall
event:
If the closing price or level of the Underlying Preference Share Reference Asset
observed on an Autocall Valuation Date is greater than or equal to its
corresponding Autocall Barrier in respect of such Autocall Valuation Date, the
Underlying Preference Shares will be redeemed on the Autocall Early
Redemption Date instead of the scheduled redemption date of such Underlying
Preference Shares. In such an event, the return on the Underlying Preference
Share will be equal to the Autocall Early Cash Settlement Percentage as specified
in the table below multiplied by the Calculation Amount (being GBP 100)
payable on the relevant Autocall Early Redemption Date.
The 'Autocall Barrier' of the Underlying Preference Share Reference Asset is
calculated as the Autocall Barrier Percentage specified in the table below
multiplied by the Initial Price of the Underlying Preference Share Reference
Asset.
Each Autocall Valuation Date and the corresponding Autocall Early Redemption
Date,
Autocall Barrier Percentage and Autocall Early Cash Settlement
Percentage is specified in the table below:
Autocall
Valuation Date
Autocall Early
Redemption
Date
Autocall
Barrier
Percentage
Autocall Early
Cash
Settlement
Percentage
9 March 2021 17 March 2021 100% 115.41%
9 March 2022 17 March 2022 100% 130.82%
9 March 2023 17 March 2023 100% 146.23%
11 March 2024 19 March 2024 100% 161.64%
10 March 2025 18 March 2025 100% 177.05%
Early redemption
its terms).
Determination Agent in good faith and in a commercially reasonable manner.
Securities may at the option of the Issuer (in the case of (i) or (ii)) or shall (in the
case of (iii)) be redeemed earlier than the scheduled redemption date (i) if
performance becomes unlawful or physically impracticable, (ii) following the
occurrence of a change in applicable law, a currency disruption event, an
extraordinary market disruption or an optional additional disruption event, which
may include, but not be limited to, the insolvency of the issuer of the Underlying
Preference Shares or an adjustment to the terms and conditions of the Underlying
Preference Shares, or (iii) following the occurrence of the redemption the
Underlying Preference Shares (other than by scheduled redemption pursuant to
The amount due in respect of each Security upon such early redemption will be
calculated in the same way as if the Securities were redeemed on the scheduled
redemption date save that for such purpose the final value in respect of the
Underlying Preference Share shall be its value as of the day on which it is
determined that the Security will be early redeemed, all as determined by the
UKX Index. Details of the past and future performance and the volatility of the Underlying
Preference Share Reference Assets may be obtained from Bloomberg Screen:
C.16 Expiration or
maturity date of
the Securities
its terms). The Securities are scheduled to redeem on the scheduled redemption date. Such
scheduled redemption date may be delayed if the determination of any value used
to calculate an amount payable under the Securities is delayed (including where
the valuation of any Underlying Preference Share is delayed in accordance with
The scheduled redemption date of the Securities will be 16 March 2026.
C.17 Settlement
procedure of the
of the issue price of the Securities. Securities will be delivered on 16 March 2020 (the "Issue Date") free of payment
derivative
securities
The Securities are cleared and settled through Euroclear and Clearstream.
C.18 Description of
how the return
on derivative
securities takes
place
The value of and return (if any) on the Securities will be linked to changes in the
value of the Underlying Preference Share, the value of which is dependent on the
performance of the Underlying Preference Share Reference Assets. In particular,
the greater the value of the Underlying Preference Share on the final valuation
date (as compared to the value of the Underlying Preference Share on the initial
valuation date), the greater the redemption amount payable on the Securities. If
the value of the Underlying Preference Share on the final valuation date is below
the value of the Underlying Preference Share on the initial valuation date, the
final redemption amount will be less than the amount invested and could be as
low as zero.
C.19 Final reference
price of the
underlying
The fair market value of the Underlying Preference Share (Preference Sharefinal)
will be determined on the Final Valuation Date.
C.20 Type of
underlying
The Securities are linked to the Underlying Preference Share, namely the GBP
Preference Share issued by Teal Investments Limited (Class number: PEIS0007).
Information on the Underlying Preference Share can be found on each Business
Day at https://barxis.barcap.com/GB/1/en/home.app.
The Underlying Preference Share Reference Assets to which the Underlying
Preference Share is linked is: FTSE 100 Index (Bloomberg Page: UKX Index).
Section D – Risks
D.2 Key information Business conditions, general economy and geopolitical issues
on the key risks
that are specific
to the Issuer
The Bank Group's operations are subject to potentially unfavourable global and
local economic and market conditions, as well as geopolitical developments,
which may have a material effect on the Bank Group's business, results of
operations, financial condition and prospects.
A deterioration in global or local economic and market conditions may lead to
(among other things): (i) deteriorating business, consumer or investor confidence
and lower levels of fixed asset investment and productivity growth, which in turn
may lead to lower client activity, including lower demand for borrowing from
creditworthy customers; (ii) higher default rates, delinquencies, write-offs and
impairment charges as borrowers struggle with the burden of additional debt; (iii)
subdued asset prices and payment patterns, including the value of any collateral
held by the Bank Group; (iv) mark-to-market losses in trading portfolios resulting
from changes in factors such as credit ratings, share prices and solvency of
counterparties; and (v) revisions to calculated expected credit losses leading to
increases in impairment allowances. In addition, the Bank Group's ability to
borrow from other financial institutions or raise funding from external investors
may be affected by deteriorating economic conditions and market disruption.
Process of UK withdrawal from the European Union
The manner in which the UK withdraws from the EU will likely have a marked
impact on general economic conditions in the UK and the EU. The UK's future
relationship with the EU and its trading relationships with the rest of the world
could take a number of years to resolve. This may lead to a prolonged period of
uncertainty, unstable economic conditions and market volatility, including
fluctuations in interest rates and foreign exchange rates.
Whilst the exact impact of the UK's withdrawal from the EU is unknown, the
Bank Group continues to monitor the risks that may have a more immediate
impact for its business, including, but not limited to: (i) market volatility, (ii)
credit spreads widening, (iii) credit rating agency downgrades, (iv) a UK
recession, (v) impact on the ability to attract and retain qualified and skilled
employees, (v) a disorderly exit from the EU, (vi) changes to current EU
'Passporting' rights, (vii) uncertainty and change to the legal framework within
which the Bank Group operates and (viii) reduced access to financial markets
infrastructures.
It is difficult to predict the impact of the UK's withdrawal from the EU on the
Bank Group. The resulting implications (such as those mentioned above) could
have a material adverse effect on the Bank Group's business, results of
operations, financial condition and prospects.
The impact of interest rate changes on the Bank Group's profitability
Any changes to interest rates are significant for the Bank Group, especially given
the uncertainty as to the direction of interest rates and the pace at which interest
rates may change particularly in the Bank Group's main markets of the UK and
the US. A continued period of low interest rates and flat yield curves, including
any further cuts, may affect and continue to put pressure on the Bank Group's net
interest margins (the difference between its lending income and borrowing costs)
and could adversely affect the profitability and prospects of the Bank Group.
Changes in interest rates could have an adverse impact on the value of the
securities held in the Bank Group's liquid asset portfolio. Consequently, this
could create more volatility than expected through the Bank Group's fair value
through other comprehensive income reserves.
The competitive environments of the banking and financial services
industry
The Bank Group's businesses are conducted in competitive environments (in
particular, in the UK and US), with increased competition scrutiny, and the Bank
Group's financial performance depends upon the Bank Group's ability to respond
effectively to competitive pressures whether due to competitor behaviour, new
entrants to the market, consumer demand, technological changes or otherwise.
This competitive environment, and the Bank Group's response to it, may have a
material adverse effect on the Bank Group's ability to maintain existing or
capture additional market share, business, results of operations, financial
condition and prospects.
Regulatory change agenda and impact on business model
The Bank Group remains subject to ongoing significant levels of regulatory
change and scrutiny in many of the countries in which it operates (including, in
particular, the UK and the US). A more intensive regulatory approach and
enhanced requirements together with the potential lack of international
regulatory co-ordination as enhanced supervisory standards are developed and
implemented may adversely affect the Bank Group's business, capital and risk
management strategies and/or may result in the Bank Group deciding to modify
its legal entity, capital and funding structures and business mix, or to exit certain
business activities altogether or not to expand in areas despite otherwise
attractive potential.
There are several significant pieces of legislation and areas of focus which will
require significant management attention, cost and resource, including: (i)
changes in minimum requirements for own funds and eligible liabilities, (ii)
introduction of regulations which require the reporting and clearing of
standardised over the counter ("OTC") derivatives and the mandatory margining
of non-cleared OTC derivatives, (iii) changes to the regulatory framework
applicable to the Bank Group could entail significant costs and have a significant
impact on certain markets in which the Bank Group operates and (iv) supervisory
stress testing exercises in a number of jurisdictions. Failure to meet the
requirements of regulatory stress tests, or the failure by regulators to approve the
stress test results and capital plans of the Group, could result in the Group or
certain of its members including the Issuer being required to enhance their
capital position, limit capital distributions or position additional capital in
specific subsidiaries.
The impact of climate change on the Bank Group's business
The risks associated with climate change are subject to rapidly increasing
societal, regulatory and political focus, both in the UK and internationally.
Embedding climate risk into the Bank Group's risk framework in line with
regulatory expectations, and adapting the Bank Group's operations and business
strategy to address both the financial risks resulting from: (i) the physical risk of
climate change; and (ii) the risk from the transition to a low carbon economy,
could have a significant impact on the Bank Group's business.
The impacts of physical and transition climate risks can lead to second order
connected risks, which have the potential to affect the Bank Group's retail and
wholesale portfolios. The impacts of climate change may increase losses for
those sectors sensitive to the effects of physical and transition risks.
If the Bank Group does not adequately embed risks associated with climate
change into its risk framework to appropriately measure, manage and disclose
the various financial and operational risks it faces as a result of climate change,
or fails to adapt its strategy and business model to the changing regulatory
requirements and market expectations on a timely basis, it may have a material
and adverse impact on the Bank Group's level of business growth,
competitiveness, profitability, capital requirements, cost of funding, and financial
condition.
Impact of benchmark interest rate reforms on the Bank Group
Global regulators and central banks have been driving international efforts to
reform key benchmark interest rates and indices, such as the London Interbank
Offered Rate ("LIBOR"), which are used to determine the amounts payable
under a wide range of transactions and make them more reliable and robust. This
has resulted in significant changes to the methodology and operation of certain
benchmarks and indices, the adoption of alternative "risk-free" reference rates
and the proposed discontinuation of certain reference rates (including LIBOR),
with further changes anticipated.
Uncertainty as to the nature of such potential changes, the availability and/or
suitability of alternative "risk-free" reference rates and other reforms may
adversely affect a broad range of transactions (including any securities, loans and
derivatives which use LIBOR to determine the amount of interest payable that
are included in the Bank Group's financial assets and liabilities) that use these
reference rates and indices and introduce a number of risks for the Bank Group,
including, but not limited to: (i) conduct risk, (ii) financial risks, (iii) pricing risk,
(iv) operational risk and (v) accounting risk. The occurrence of any such risks
may have a material adverse effect on the Bank Group's business, results of
operations, financial condition and prospects.
Credit risk
Credit risk is the risk of loss to the Bank Group from the failure of clients,
customers or counterparties, to fully honour their obligations to members of the
Bank Group, including the whole and timely payment of principal, interest,
collateral and other receivables.
The Bank Group is subject to risks arising from changes in credit quality and
recovery rates of loans and advances due from borrowers and counterparties in
any specific portfolio. Any deterioration in credit quality could lead to lower
recoverability and higher impairment in a specific sector. The following are areas
of uncertainties to the Bank Group's portfolio which could have a material
impact on performance: (i) UK retailers, hospitality and leisure, (ii) consumer
affordability, (iii) UK real estate market, (iv) leverage finance underwriting and
(v) Italian mortgage portfolio.
The Bank Group also has large individual exposures to single name
counterparties, both in its lending activities and in its financial services and
trading activities.
The default of such counterparties could have a significant impact on the
carrying value of these assets. In addition, where such counterparty risk has been
mitigated by taking collateral, credit risk may remain high if the collateral held
cannot be realised, or has to be liquidated at prices which are insufficient to
recover the full amount of the loan or derivative exposure. Any such defaults
could have a material adverse effect on the Bank Group's results due to, for
example, increased credit losses and higher impairment charges.
Market risk
Market risk is the risk of loss arising from potential adverse change in the value
of the Bank Group's assets and liabilities from fluctuation in market variables
including, but not limited to, interest rates, foreign exchange, equity prices,
commodity prices, credit spreads, implied volatilities and asset correlations.
A broadening in trade tensions between the US and its major trading partners,
slowing global growth and political concerns in the US and Europe (including
Brexit) are some of the factors that could heighten market risks for the Bank
Group's portfolios. In addition, the Bank Group's trading business is generally
exposed to a prolonged period of elevated asset price volatility, particularly if it
negatively affects the depth of marketplace liquidity. Such a scenario could
impact the Bank Group's ability to execute client trades and may also result in
lower client flow-driven income and/or market-based losses on its existing
portfolio of market risks. These can include having to absorb higher hedging
costs from rebalancing risks that need to be managed dynamically as market
levels and their associated volatilities change.
It is difficult to predict changes in market conditions, and such changes could
have a material adverse effect on the Bank Group's business, results of
operations, financial condition and prospects.
Treasury and capital risk
Group: There are three primary types of treasury and capital risk faced by the Bank
(1) Liquidity risk – which is the risk that the Bank Group is unable to meet its
contractual or contingent obligations or that it does not have the appropriate
amount, tenor and composition of funding and liquidity to support its
assets. This could cause the Bank Group to fail to meet regulatory liquidity
standards or be unable to support day-to-day banking activities;
(2) Capital risk – which is the risk that the Bank Group has an insufficient level
or composition of capital to support its normal business activities and to
meet
its
regulatory
capital
requirements
under
normal
operating
environments or stressed conditions (both actual and as defined for internal
planning or regulatory stress testing purposes). This includes the risk from
the Bank Group's pension plans; and
(3) Interest rate risk in the banking book – which is the risk that the Bank
Group is exposed to capital or income volatility because of a mismatch
between the interest rate exposures of its (non-traded) assets and liabilities.
The occurrence of any such treasury and capital risks could have a material
adverse effect on the Bank Group's business, results of operations, financial
condition and prospects.
Operational risk
Operational risk is the risk of loss to the Bank Group from inadequate or failed
processes or systems, human factors or due to external events where the root
cause is not due to credit or market risks. Examples include: (i) operational
resilience, (ii) cyber threats, (iii) new and emergent technology, (iv) external
fraud, (v) data management and information protection, (vi) algorithmic trading,
(vii) processing error, (viii) supplier exposure, (ix) critical accounting estimates
and judgements, (x) tax risk and (xi) ability to hire and retain appropriately
qualified employees.
The occurrence of any such operational risks could disadvantage the Bank
Group's customers, clients or counterparties and could have a material adverse
effect on the Bank Group's business, results of operations, financial condition and
prospects.
Model risk
Model risk is the risk of potential adverse consequences from financial
assessments or decisions based on incorrect or misused model outputs and
reports. The Bank Group relies on models to support a broad range of business
and risk management activities, including informing business decisions and
strategies, measuring and limiting risk, valuing exposures (including the
calculation of impairment), conducting stress testing, assessing capital adequacy,
supporting new business acceptance and risk and reward evaluation, managing
client assets, and meeting reporting requirements. Models are, by their nature,
imperfect and incomplete representations of reality because they rely on
assumptions and inputs, and so they may be subject to errors affecting the
accuracy of their outputs. Model errors or misuse may result in (among other
things) the Bank Group making inappropriate business decisions and/or
inaccuracies or errors being identified in the Bank Group's risk management and
regulatory reporting processes. This could result in significant financial loss,
imposition of additional capital requirements, enhanced regulatory supervision
and reputational damage, all of which could have a material adverse effect on the
Bank Group's business, results of operations, financial condition and prospects.
Conduct risk
Conduct risk is the risk of detriment to customers, clients, market integrity,
effective competition or the Bank Group from the inappropriate supply of
financial services, including instances of wilful or negligent misconduct. This
risk could manifest itself in a variety of ways: (i) employee misconduct, (ii)
product governance and life cycle, (iii) financial crime, (iv) data protection and
privacy and (v) regulatory focus on culture and accountability.
The occurrence of any such conduct risks could disadvantage the Bank Group's
customers, clients or counterparties and could have a material adverse effect on
the Bank Group's business, results of operations, financial condition and
prospects.
Reputation risk
Reputation risk is the risk that an action, transaction, investment, event, decision
or business relationship will reduce trust in the Bank Group's integrity and
competence.
Any material lapse in standards of integrity, compliance, customer service or
operating efficiency may represent a potential reputation risk. A risk arising in
one business area can have an adverse effect upon the Bank Group's overall
reputation and any one transaction, investment or event (in the perception of key
stakeholders) can reduce trust in the Bank Group's integrity and competence.
Reputation risk could also arise from negative public opinion about the actual, or
perceived, manner in which the Bank Group conducts its business activities, or
the Bank Group's financial performance, as well as actual or perceived practices
in banking and the financial services industry generally. Negative public opinion
may adversely affect the Bank Group's ability to retain and attract customers, in
particular, corporate and retail depositors, and to retain and motivate staff, and
could have a material adverse effect on the Bank Group's business, results of
operations, financial condition and prospects.
Reputation risk has the potential to arise from operational issues or conduct
matters which cause detriment to customers, clients, market integrity, effective
competition or the Bank Group.
Legal risk and legal, competition and regulatory matters
The Bank Group conducts activities in a highly regulated market which exposes
it to legal risk arising from (i) the multitude of laws and regulations that apply to
the businesses it operates, which are highly dynamic, may vary between
jurisdictions, and are often unclear in their application to particular circumstances
especially in new and emerging areas; and (ii) the diversified and evolving nature
of the Bank Group's businesses and business practices. In each case, this exposes
the Bank Group to the risk of loss or the imposition of penalties, damages or fines
from the failure of members of the Bank Group to meet their respective legal
obligations, including legal or contractual requirements.
A breach of applicable legislation and/or regulations by the Bank Group or its
employees could result in criminal prosecution, regulatory censure, potentially
significant fines and other sanctions in the jurisdictions in which the Bank Group
operates. Where clients, customers or other third parties are harmed by the Bank
Group's conduct, this may also give rise to civil legal proceedings, including class
actions. Other legal disputes may also arise between the Bank Group and third
parties relating to matters such as breaches or enforcement of legal rights or
obligations arising under contracts, statutes or common law. Adverse findings in
any such matters may result in the Bank Group being liable to third parties or
may result in the Bank Group's rights not being enforced as intended.
The outcome of legal, competition and regulatory matters, both those to which
the Bank Group is currently exposed and any others which may arise in the
future, is difficult to predict. In connection with such matters, the Bank Group
may incur significant expense, regardless of the ultimate outcome, and any such
matters could expose the Bank Group to a number of adverse outcomes. In light
of the uncertainties involved in legal, competition and regulatory matters, there
can be no assurance that the outcome of a particular matter or matters will not
have a material adverse effect on the Bank Group's business, results of
operations, financial condition and prospects.
Resolution actions (including bail-in actions) in the event the Issuer is failing
or likely to fail could materially adversely affect the value of the Securities
Under the UK Banking Act, the Bank of England, the HM Treasury and a
number of other UK authorities have substantial powers to take a range of
resolution actions to rescue a financial institution (such as the Issuer), where it
considers the relevant institution to be failing or likely to fail. In such case, the
relevant UK resolution authority could exercise such powers to (a) transfer all or
part of the institution's business to a third party and/or to a "bridge bank" and/or
to a vehicle created by the resolution authority, (b) take the institution into
temporary public ownership, (c) provided the relevant conditions are met,
exercise the 'bail-in tool' or (d) require some combination thereof. Exercise of the
'bail-in tool' in respect of the Issuer and the Securities would be expected to be
made without the consent of the holders of the Securities, and could result in the
cancellation of all, or some, of the principal amount of the Securities and/or the
conversion of the Securities into shares or other obligations of the Issuer or
another person, or any other modification to the terms of the Securities. The
exercise of resolution powers in respect of the Issuer and the Securities (in
particular, the 'bail-in tool') could materially adversely affect the rights of the
holders of the Securities, the value of the Securities and/or the ability of the
Issuer to satisfy its obligations under the Securities, and holders of the Securities
could lose some or all of their investment.
D.6 Key information
on the key risks
You may lose up to the entire value of your investment if the Issuer fails or is
otherwise unable to meet its payment obligations.
that are specific
to the Securities;
and risk warning
that investors
may lose some or
all of the value of
their investment
You may also lose the value of your investment if:
the Underlying Preference Share(s) (or the Underlying Preference Share
Reference Asset(s) and in turn the Underlying Preference Share(s)) perform
in such a manner that the redemption amount payable to you (whether at
maturity or following an early redemption) is less than the initial purchase
price and could be as low as zero;
you sell your Securities prior to maturity in the secondary market (if any) at
an amount that is less than the initial purchase price; and/or
the Securities are redeemed early following the occurrence of an extraordinary
event in relation to the Underlying Preference Share, the Issuer, the relevant
currencies or taxation (such as following an additional disruption event) and the
amount you receive on such early redemption is less than the initial purchase
price.
Reinvestment risk/loss of yield: Following an early redemption of your
Securities for any reason, you may be unable to reinvest the redemption proceeds
at an effective yield as high as the yield 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; the Issuer's creditworthiness
or perceived creditworthiness; and the performance of the relevant Underlying
Preference Share(s) (or the Underlying Preference Share Reference Asset(s) and
in turn the Underlying Preference Share(s)).
Securities are not 'principal protected': Upon maturity of your Securities, you
may lose some or all of the capital that you invested, depending on the
performance of the Underlying Preference Share(s) (or the Underlying Preference
Share Reference Asset(s) and in turn the Underlying Preference Share(s)).
Securities include embedded derivatives on Underlying Reference Asset(s)
that are subject to adjustment: The Securities are linked to the Underlying
Preference Share(s) which are in turn linked to the Underlying Preference Share
Reference Asset(s). The Underlying Preference Share(s) are subject to provisions
which provide for adjustments and modifications of their terms and alternative
means of valuation of the Underlying Preference Share Reference Asset(s) in
certain circumstances (and which could be exercised by the issuer of the
Underlying Preference Share(s) in a manner which has an adverse effect on the
market value and/or amount repayable in respect of your Securities).
Risks relating to Underlying Preference Shares: You are exposed to the
change in value of the Underlying Preference Share(s) which may fluctuate up or
down depending on the performance of the Underlying Preference Share
Reference Asset(s). The performance of the Underlying Preference Share
Reference Asset(s) may be subject to fluctuations that may not correlate with
other similar reference assets. Payments upon redemption will be calculated by
the change in value of the Underlying Preference Share(s) between 16 March
2020 and 9 March 2026. Any information about the past performance of the
Underlying Preference Share(s) and/or the Underlying Preference Share
Reference Asset(s) should not be taken as an indication of how prices will change
in the future. You should also note that the market value of both your Securities
and the Underlying Preference Share(s) will be affected by the ability, and the
perceived ability, of the Issuer to fulfil its obligations under the instruments. The
impact of any inability, or perceived inability, of the Issuer in this regard may be
greater in respect of the Securities as the Securities are linked to Underlying
Preference Share(s) that are issued by the Issuer and it may negatively affect both
the value of the Underlying Preference Share(s) and the value of your Securities.
Risks associated with specific Underlying Preference Share Reference
Asset(s):
As the Underlying Preference Share Reference Asset is an equity index, the
Underlying Preference Share may be subject to the risk of fluctuations in market
interest rates, currency exchange rates, equity prices, inflation, the value and
volatility of the relevant equity index, and also to economic, financial, regulatory,
political, terrorist, military or other events in one or more jurisdictions, including
factors affecting capital markets generally or the stock exchanges on which any
such Underlying Preference Share may be traded. This could have an adverse
effect on the value of the Underlying Preference Share which, in turn, will have
an adverse effect on the value of your Securities.
The capital invested in the Securities is at risk. Consequently, you may lose the
value of your entire investment, or part of it.
US withholding on dividend equivalent amounts: Certain actual or deemed
payments on the securities held by non-US investors generally may be subject to
a US withholding tax of 30 per cent. No additional amounts will be payable in
respect of such withholding taxes.
Section E – Offer
E.2b Reasons for offer
and use of
proceeds when
different from
making profit
and/or hedging
certain risks
The net proceeds from each issue of Securities will be applied by the Issuer for
its general corporate purposes, which include making a profit and/or hedging
certain risks. If the Issuer elects at the time of issuance of Securities to make
different or more specific use of proceeds, the Issuer will describe that use in the
Final Terms.
Not Applicable: the net proceeds will be applied by the Issuer for making profit
and/or hedging certain risks.
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 Manager(s) or authorised offeror(s) may be paid fees in relation to
any issue or offer of Securities. Potential conflicts of interest may exist between
the Issuer, Determination Agent, relevant Manager(s) or authorised offeror(s) or
their affiliates (who may have interests in transactions in derivatives related to the
Underlying Reference 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
Not Applicable: no expenses will be charged to the holder by the issuer or the
offerors.
to investor by
issuer/offeror

ANNEX

ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Terms and conditions of the Underlying Preference Share

The terms and conditions of the Underlying Preference Share comprise:

  • (a) the general terms and conditions of preference shares, which apply to each class of preference shares issued by the issuer of the Underlying Preference Share in accordance with its articles of association. Such general terms and conditions are a part of the articles of association, and are replicated in the section headed "Terms and Conditions of the Preference Shares" of the Base Prospectus; and
  • (b) the following Preference Share Confirmation, which only applies to the Underlying Preference Share and completes, supplements and/or amends the general terms and conditions of preference shares for the purposes of the Underlying Preference Share.

Equity Preference Share Confirmation dated 13 March 2020

TEAL INVESTMENTS LIMITED

(the "Preference Share Issuer")

(Incorporated in Jersey and independent to the Issuer)

Class PEIS0007 GBP Preference Share linked to FTSE 100 due March 2026

(the "Preference Share")

Issue Price: GBP 100 per Preference Share

This document constitutes the Preference Share Confirmation of the Preference Shares (the "Preference Share Confirmation") described herein. This Preference Share Confirmation is supplemental to and should be read in conjunction with the Preference Share General Conditions set forth in the Articles of Association of the Preference Share Issuer.

Words and expressions defined in the Preference Share General Conditions and not defined in this document shall bear the same meanings when used therein.

1. Class: PEIS0007 2. Settlement Currency: Pound Sterling ("GBP") 3. Preference Shares: (a) Number of Preference Shares: 1 (b) Type of Preference Shares: Equity Index Linked Preference Shares 4. Calculation Amount: GBP 100 5. Issue Price: GBP 100 per Preference Share. 6. Issue Date: 13 March 2020 7. Scheduled Redemption Date: 17 March 2026 Provisions relating to redemption: (Preference Share General Condition 6 (Final redemption)) 8. Underlying Performance Type: Single Asset 9. (a) Redemption Valuation Type: Final Autocall Settlement (b) Additional Amount: (Preference Share General Condition 7 (Determination of the Additional Amount)) Not Applicable 10. Redemption Value Barriers and Thresholds: (a) Barrier: European (b) Final Barrier Percentage: 100%

PART A - CONTRACTUAL TERMS

(c) Strike Price Percentage: 100%
(d) Knock-in Barrier Percentage: 60%
(e) Final Autocall Settlement Percentage: 192.46%
11. Additional Amount Barriers and Thresholds: Not Applicable

Provisions relating to automatic early redemption:

(Preference Share General Condition 5.1 (Automatic early redemption following an Autocall Event)

12. Autocall: Applicable
Autocall Valuation
Date:
Autocall Early
Redemption Date:
Autocall Barrier
Percentage:
Autocall Early Cash
Settlement Percentage:
9 March 2021 17 March 2021 100% 115.41%
9 March 2022 17 March 2022 100% 130.82%
9 March 2023 17 March 2023 100% 146.23%
11 March 2024 19 March 2024 100% 161.64%
10 March 2025 18 March 2025 100% 177.05%
(a) Autocall Valuation Price: The Valuation Price on each of the Autocall Valuation
Date(s) specified in the table above
(i) Averaging-out: Not Applicable
(ii)
Min Lookback-out:
(iii)
Max Lookback-out:
(iv)
Autocall Valuation Date(s):
Not Applicable
Not Applicable
Each of the dates specified as an "Autocall Valuation
Date" in the table above
(b) Autocall Early Redemption Date:
Autocall Barrier Percentage:
Each of the dates specified as an "Autocall Early
Redemption Date" in the table above
(c) Each of the percentages specified as an "Autocall Barrier
Percentage" in the table above
(d) Autocall Early
Percentage:
Cash
Settlement
Each of the percentages specified as an "Autocall Early
Cash Settlement Percentage" in the table above
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.2 (Automatic early redemption following an Autocall Event (Phoenix))
13. Autocall (Phoenix): Not Applicable
14. Issuer Early Redemption Option: Applicable
15. Investor Early Redemption Option: Applicable

Provisions relating to the Reference Asset(s):

  1. Reference Assets:
(a) Shares: Not Applicable
(b) Equity Indices: FTSE 100 Index
(i) Exchanges: London Stock Exchange
(ii) Related Exchanges: All Exchanges
(iii) Bloomberg Screen: UKX Index
(iv) Reuters Screen Page: Not Applicable
(v) Index Sponsors: FTSE International
(vi) Valuation Time: As specified in Preference Share General Condition 31
(Definitions and interpretation)
17. Initial Price: The Valuation Price on the Initial Valuation Date, being
6,041.75
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 9 March 2020
18. Final Valuation Price: The Valuation Price on the Final Valuation Date
(a) Averaging-out: Not Applicable
(b) Min Lookback-out: Not Applicable
(c) Max Lookback-out: Not Applicable
(a) Final Valuation Date: 9 March2026

Provisions relating to disruption events and taxes and expenses:

19. Consequences of a Disrupted Day (in respect Not Applicable
of an Averaging Date or Lookback Date):
(Preference Share General Condition 11.2
(Averaging Dates and Lookback Dates))
    1. FX Disruption Event: (Preference Share General Condition 15 (FX Disruption Event)) Not Applicable
    1. Local Jurisdiction Taxes and Expenses: (Preference Share General Condition 16 (Local Jurisdiction Taxes and Expenses)) Not Applicable
    1. Additional Disruption Events: (Preference Share General Condition 14 (Adjustment or early redemption following an Additional

Disruption Event))

(a) Change in Law: Applicable as per Preference Share General Condition 31
(Definitions and interpretation)
(b) Currency Disruption Event: Applicable as per Preference Share General Condition 31
(Definitions and interpretation)
(c) Hedging Disruption: Applicable as per Preference Share General Condition 31
(Definitions and interpretation)
(d) Extraordinary Market Disruption: Applicable as per Preference Share General Condition 31
(Definitions and interpretation)
(e) Increased Cost of Hedging: Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(f) Affected
Jurisdiction
Hedging
Disruption:
Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(g) Affected Jurisdiction Increased Cost of
Hedging:
Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(h) Increased Cost of Stock Borrow: Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(i) Loss of Stock Borrow: Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(j) Foreign Ownership Event: Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
(k) Fund Disruption Event: Not Applicable as per Preference Share General Condition
31 (Definitions and interpretation)
23. Early Cash Settlement Amount: Market Value
24. Unwind Costs: Applicable
25. Market Disruption of connected Futures
Contracts:
Not Applicable
General Provisions:
26. Form of Preference Shares: Uncertificated registered securities
27. Trade Date: 9 March 2020
28. Early Redemption Notice Period Number: As specified in Preference Share General Condition 31
(Definitions and interpretation)
29. Additional Business Centre(s): N/A
30. Business Day Convention: Following
31. Determination Agent: Barclays Bank PLC
32. Registrar: Maples Fiduciary Services (Jersey) Limited
  1. Relevant Benchmarks: FTSE 100 is provided by FTSE International Limited. As at the date hereof, FTSE International Limited appears in the register of administrators and benchmarks established and maintained by ESMA pursuant to article 36 of the Benchmarks Regulation

PART B – OTHER INFORMATION

(1) LISTING AND ADMISSION TO TRADING

The Preference Shares are not listed on any stock exchange.

(2) PERFORMANCE OF REFERENCE ASSET AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET

Bloomberg Screen: UKX Index

Index Disclaimer: FTSE® 100 Index