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Barclays PLC Capital/Financing Update 2020

May 4, 2020

5250_rns_2020-05-04_392a34c3-714a-4e36-a537-e3abb333f4c2.pdf

Capital/Financing Update

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BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 500,000 Securities due May 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(the "Base Prospectus"), which constitutes a base prospectus for the purposes of Directive 2003/71/EC (as amended or superseded from time to time, and/or as implemented, transposed, enacted or retained for the purposes of English law on or after "exit day"(as such term is defined in the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:// home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structuredsecurities-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 1 May 2020

PART A – CONTRACTUAL TERMS

1. (a) Series number: NX000249599
(b) Tranche number: 1
2. Currency: Pounds sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at
the Issue Date:
(i)
Tranche:
GBP 500,000
(ii) Series: GBP 500,000
(b) Specified Denomination: GBP 1
(c) Minimum Tradable Amount: N/A
(d) Calculation Amount: GBP 1
4. Issue Price: 100% of par.
5. Issue Date: 1 May 2020
6. Scheduled Redemption Date: 1 May 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:
PEIS0018)
(b) Final Valuation Date: 24 April 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: 14 April 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:
Not Applicable
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 on or arouind the Issue Date

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: XS2088253641 (b) Common Code: 208825364
  • Not Applicable
  • (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 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
Not Applicable.
which the Issuer
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
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.
owned or
controlled and by
whom and
nature of such
control
Section C – Securities
C.1 Type and class of
Securities being
offered and/or
admitted to
trading
Securities described in this Summary (the "Securities") are derivative securities
and are issued as notes.
The Securities will not bear interest.
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: NX000249599; Tranche number: 1
Identification Codes: ISIN Code: XS2088253641; Common Code: 208825364.
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
the Securities
and limitations to
those rights;
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 1 May 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:
PEIS0018), 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 1 May 2026 by payment by the Issuer
of an amount in GBP for each GBP 1 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 multiplied by an amount equal to the
value of the Underlying Preference Share on 24 April 2026, being the final
valuation date, divided by the value of the Underlying Preference Share on 1 May
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 24 April 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 139.00%

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 65% 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 65% multiplied by the Initial Price of that
Underlying Preference Share Reference Asset;

the 'Knock-in Barrier Percentage' which is 65%;

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 5,752.23.
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 24 April 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 139.00%) 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
26 April 2021 5 May 2021 100% 106.50%
25 April 2022 4 May 2022 100% 113.00%
24 April 2023 3 May 2023 100% 119.50%
24 April 2024 2 May 2024 100% 126.00%
24 April 2025 2 May 2025 100% 132.50%
Early redemption
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 its
terms).
Determination Agent in good faith and in a commercially reasonable manner. 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
Details of the past and future performance and the volatility of the Underlying
UKX Index. Preference Share Reference Assets may be obtained from Bloomberg Screen:
C.16 Expiration or
maturity date of
the Securities
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 its
The scheduled redemption date of the Securities will be 1 May 2026.
C.17 Settlement
procedure of the
derivative
securities
the issue price of the Securities. Securities will be delivered on 1 May 2020 (the "Issue Date") free of payment of
The Securities are cleared and settled through Euroclear and Clearstream.
C.18 Description of
how the return
on derivative
securities takes
place
zero. 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
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: PEIS0018).
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 Asset to which the Underlying
Preference Share is linked is: FTSE 100 Index (Bloomberg Page: UKX Index).
Section D – Risks
D.2 Key information
on the key risks
that are specific
to the Issuer
Business conditions, general economy and geopolitical issues
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
There are three primary types of treasury and capital risk faced by the Bank Group:
(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
that are specific
You may lose up to the entire value of your investment if the Issuer fails or is
otherwise unable to meet its payment obligations.
to the Securities;
and risk warning
You may also lose the value of your investment if:
that investors

may lose some or
all of the value of
their investment
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 1 May 2020 and 24 April 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 The net proceeds from each issue of Securities will be applied by the Issuer for its
and use of
proceeds when
different from
making profit
and/or hedging
certain risks
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.

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 30 April 2020

TEAL INVESTMENTS LIMITED

(the "Preference Share Issuer")

(Incorporated in Jersey and independent to the Issuer)

Class PEIS0018 GBP Preference Share linked to FTSE 100 due May 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: PEIS0018
2. Settlement Currency: Pounds 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: 30 April 2020
7. Scheduled Redemption Date: 5 May 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: 65%
(c) Strike Price Percentage: 100%
(d) Knock-in Barrier Percentage: 65%

PART A - CONTRACTUAL TERMS

(e) Final Autocall Settlement Percentage: 139.00%

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:
26 April 2021 5 May 2021 100% 106.50%
25 April 2022 4 May 2022 100% 113.00%
24 April 2023 3 May 2023 100% 119.50%
24 April 2024 2 May 2024 100% 126.00%
24 April 2025 2 May 2025 100% 132.50%

(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: Not Applicable
  • (iii) Max Lookback-out: Not Applicable
  • (iv) Autocall Valuation Date(s): Each of the dates specified as an "Autocall Valuation Date" in the table above
  • (b) Autocall Early Redemption Date: Each of the dates specified as an "Autocall Early Redemption Date" in the table above
  • (c) Autocall Barrier Percentage: Each of the percentages specified as an "Autocall Barrier Percentage" in the table above
  • (d) Autocall Early Cash Settlement Percentage: 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):
16. 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
5,752.23
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 24 April 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: 24 April 2026
Provisions relating to disruption events and taxes and expenses:
19. Consequences of a Disrupted Day (in respect
of an Averaging Date or Lookback Date):
(Preference Share General Condition
11.2
(Averaging Dates and Lookback Dates))
Not Applicable
20. FX Disruption Event: (Preference Share
General Condition 15 (FX Disruption Event))
Not Applicable
21. Local Jurisdiction
Taxes
and
Expenses:
(Preference Share General Condition
16
(Local Jurisdiction Taxes and Expenses))
Not Applicable
22. 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: 14 April 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
33. 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