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Barclays PLC Capital/Financing Update 2021

Jul 29, 2021

5250_rns_2021-07-29_b52f014e-9677-49ec-b003-b4d758a18b52.pdf

Capital/Financing Update

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Final Terms

PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Warrants 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 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, "MiFID"); (ii) a customer within the meaning of the Insurance Mediation Directive (Directive 2002/92/EC (as amended from time to time)) ("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 from time to time, including by Directive 2010/73/EU, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Warrants or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling the Warrants 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 1,000,000 Warrant Linked Securities due April 2025 (the "Tranche 3 Securities") to be consolidated and form a single series with the existing GBP 2,000,000 Warrant Linked Securities due April 2025 (the "Tranche 2 Securities") and GBP 6,000,000 Warrant Linked Securities due April 2025 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities" and together with the Tranche 2 Securities and Tranche 3Securities, the "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 8 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation" and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms complete and should be read in conjunction with GSSP Base Prospectus 2 which constitutes a base prospectus drawn up as separate documents (including the RegistrationDocument dated 5March 2021and the Securities Note relating to the GSSPBase Prospectus 2 dated 26 August 2020 as supplemented on 17 February 2021 and 9 March 2021) for the purposes of Article 8(6) of the Prospectus Regulation (the "Base Prospectus"), save in respect of the Terms and Conditions of the Securities which are extracted from the GSSP Base Prospectus 5 dated 18 June 2019 (the "2019 GSSP Base Prospectus 5") and which areincorporated by reference into the Base Prospectus. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of this Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to these Final Terms.

The Base Prospectus, any supplements to the Base Prospectus and the 2019 GSSP Base Prospectus 5 are available for viewing at https://home.barclays/investor-relations/fixedincome-investors/prospectus-anddocuments/structured-securities-prospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the 2019 GSSP Base Prospectus 5 and not defined in the Final Terms shall bear the same meanings when used herein.

BARCLAYS

Final Terms dated 20 May 2021

PART A – CONTRACTUAL TERMS
1. (a) Series number: NX000227588
(b) Tranche number: 3
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at
the Issue Date:
(i)
Tranche:
Tranche 1: GBP 6,000,000
Tranche 2: GBP 2,000,000
Tranche 3: GBP 1,000,000
(ii) Series: GBP 9,000,000
(b) Specified Denomination: GBP 1.00
(c) Minimum Tradable Amount: Not Applicable
(d) Calculation Amount: Specified Denomination
4. Issue Price: 100% of par.
5. Issue Date: Tranche 1: 25 April 2019
Tranche 2: 22 November 2019
Tranche 3: 20 May 2021
6. Scheduled Redemption Date: 29 April 2025
7. Warrant linked Securities:
(a) Underlying Warrant(s) and
Underlying Warrant Reference
Asset(s):
A Warrant (an "Underlying Warrant") linked to
the FTSE 100 Index (the "Underlying Warrant
Reference Asset") issued by Barclays Bank PLC
(ISIN:
GB00B983D931;
Series
number:
NX000227589)
(b) Final Valuation Date: 22 April 2025, 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) Issuer Tax Event: Applicable as
per
General
Condition 22.1
(Definitions)
(d) Extraordinary Market Disruption: Applicable as
per
General
Condition 22.1
(Definitions)
9. Form of Securities: CREST Securities
Permanent Global Security
NGN Form: Applicable
CGN Form: Not Applicable
CDIs: Not Applicable
10. Trade Date: Tranche 1: 18 April 2019
Tranche 2: 14 November 2019
Tranche 3: 13 May 2021
11. 871(m) Securities: The Issuer has determined that Section 871(m) of
the US Internal Revenue Code is not applicable to
the Securities.
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. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
17. Relevant Benchmarks: FTSE 100 Index is provided by FTSE International
Limited. As at the date hereof, FTSE International
Limited appearsin 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 around the Tranche 3Issue 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(s) and save for any trading and market-making activities of the Issuer and/or its affiliates in the Underlying Warrant, the hedging activities of the Issuer and/or its affiliates and the fact that the Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Warrant, 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 WARRANTS AND OTHER INFORMATION CONCERNING THE UNDERLYING WARRANTS

The value of the Securities will depend upon the performance of the Underlying Warrant which is: A Warrant linked to the FTSE 100 Index issued by Barclays Bank PLC (ISIN: GB00B983D931; Series number: NX000227589).

The Warrant Value in respect of each Underlying Warrant will be published on each Business Day on GB00B983D931=RIC.

Details of the past performance and volatility of the Underlying Warrant Reference Asset may be obtained from Reuters page ".FTSE" in respect of the FTSE 100 Index. The terms and conditions of the Underlying Warrant are available on http://group.barclays.com/prospectuses-and-documentation/structured-securities/finalterms.

Index disclaimer: FTSE 100 Index

6. OPERATIONAL INFORMATION

  • (a) ISIN Code: GB00B8SVVT60
  • (b) Common Code:

  • CREST

  • (c) Name(s) and address(es) of any clearing system(s) other than EuroclearBank S.A./N.V. and Clearstream Banking, société anonyme, and the relevant identification number(s):
  • (d) Delivery: Delivery free of payment

SUMMARY

INTRO DUCTIO N AND WARNINGS

The Summary should be read as an introduction to the Prospectus. Any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor. In certain circumstances, the investor could lose all or part of the invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the Summary, including any translation thereof, but only where the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Securities.

You are about to purchase a product that is not simple and may be difficult to understand.

Securities: GBP 1,000,000 Securities due April 2025 pursuant to the Global Structured Securities Programme (to be consolidated and to form a single series with the GBP 6,000,000 Securities due April 2025 and issued on 25 April 2019 and the GBP 2,000,000 Securities due April 2025 and issued on 22 November 2019 pursuant to the Global Structured Securities Programme) (ISIN: GB00B8SVVT60) (the "Securities").

The Issuer: The Issuer is Barclays Bank PLC. Its registered office is at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number: +44 (0)20 7116 1000) and its Legal Entity Identifier ("LEI") is G5GSEF7VJP5I7OUK5573.

The Authorised Offeror: Not Applicable.

Competent authority: The Base Prospectus was approved on 26 August 2020 by the United Kingdom Financial Conduct Authority of 12 Endeavour Square, London, E20 1JN, United Kingdom (telephone number: +44 (0)20 7066 1000).

KEY INFO RMATIO N O N THE ISSUER

Who is the Issuer of the Securities?

Domicile and legal form of the Issuer: Barclays Bank PLC (the "Issuer") is a public limited company registered in England and Wales under number 1026167. The liability of the members of the Issuer is limited. It has its registered and head office at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The Legal Entity Identifier (LEI) of the Issuer is G5GSEF7VJP5I7OUK5573.

Principal activities of the Issuer: The Group's businesses include consumer banking and payments operations around the world, as well as a top-tier, full service, global consumer and investment bank. The Group comprises of Barclays PLC together with its subsidiaries, including the Issuer. The Issuer's principal activity is to offer products and services designed for larger corporat e, wholesale and international banking clients.

The term the "Group" mean Barclays PLC together with its subsidiaries and the term "Barclays Bank Group" means Barclays Bank PLC together with its subsidiaries.

Major shareholders of the Issuer: The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC. Barclays PLC is the ultimate holding company of the Group .

Identity of the key managing directors of the Issuer: The key managing directors of the Issuer are James Staley (Chief Executive Officer and Executive Director) and Tushar Morzaria (Executive Director).

Identity of the tatutory auditors of the Issuer: The statutory auditors of the Issuer are KPMG LLP ("KPMG"), chartered accountants and registered auditors (a member of the Institute of Chartered Accountants in England and Wales), of 15 Canada Square, London E14 5GL, United Kingdom.

What is the key financial information regarding the Issuer?

The Issuer has derived the selected consolidated financial informat ion included in the table below for the years ended 31 December 2020 and 31 December 2019 from the annual consolidated financial statements of the Issuer for the years ended 31 December 2020 and 2019 (the "Financial Statements"), which have each been audit ed with an unmodified opinion provided by KPMG.

Consolidated Income Statement

As at 31 December

2020 2019
(£m)
Net interest income 3,160 3,907
Net fee and commission income 5,659 5,672
Credit impairment charges (3,377) (1,202)
Net trading income 7,076 4,073
Profit before tax
Profit/(loss) after tax
3,075
2,451
3,112
2,780
Consolidated Balance Sheet
As at 31 December
2020 2019
(£m)
1,059,731
876,672
Total assets
Debt securities in issue
29,423 33,536
Subordinated liabilities 32,005 33,425
Loans and advances at amortised cost 134,267 141,636
Deposits at amortised cost 244,696 213,881
Total equity 53,710 50,615
Certain Ratios from the Financial Statements
As at 31 December
2020 2019
(% )
Common Equity Tier 1 capital 14.2 13.9
Total regulatory capital 21.0 22.1
CRR leverage ratio 3.9 3.9
What are the key risks that are specific to the Issuer?
Material risks are those to which senior management pay particular attention and which could cause the delivery of
the Barclays Bank Group's strategy, results of operations, financial condition and/or prospec ts to differ materially
from expectations. Emerging risks are those which have unknown components, the impact of which could crystallise
over a longer time period. In addition, certain other factors beyond the Barclays Bank Group's control, including
escalation of terrorism or global conflicts, natural disasters, pandemics and similar events, although not detailed
below, could have a similar impact on the Barclays Bank Group.

Material existing and emerging risks potentially impacting more than one principal risk: In addition
to material and emerging risks impacting the principal risks set out below, there are also material existing
and emerging risks that potentially impact more than one of these principal risks. These risks are: (i) the
impact of COVID-19; (ii) potentially unfavourable global and local economic and market conditions, as
well as geopolitical developments; (iii) weakened global gross domestic product growth, (iv) the UK's
withdrawal from the EU; (v) the impact of interest rate changes on the Barclays Bank Group's profitability;
(vi) the competitive environments of the banking and financial services industry; (vii) the regulatory change
agenda and impact on business model; (viii) the impact of climate change on the Barclays Bank Group's
business; and (ix) the impact of benchmark interest rate reforms on the Barclays Bank Group.

Credit and Market risks: Credit risk is the risk of loss to the Barclays Bank Group from the failure of
clients, customers or counterparties, to fully honour their obligations to members of the Barclays Bank
Group. The Barclays 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. Market risk is
the risk of loss arising from potential adverse change in the value of the Barclays Bank Group's assets and
liabilities from fluctuation in market variables.

Treasury and capital risk and the risk that the Issuer and the Barclays Bank Group are subject to
substantial resolution powers: There are three primary types of treasury and capital risk faced by the

Barclays Bank Group which are (1) liquidity risk – the risk that the Barclays Bank Group is unable to meet its contractual or contingent obligations or that it does not have the appropriate amount of stable funding and liquidity to support its assets, which may also be impacted by credit rating changes; (2) capital risk – the risk that the Barclays Bank Group has an insufficient level or composition of capital; and (3) interest rate risk in the banking book – the risk that the Barclays 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. Under the Banking Act 2009, substantial powers are granted to the Bank of England (or, in certain circumstances, HM Treasury), in consultation with the United Kingdom Prudential Regulation Authority, the UK Financial Conduct Authority and HM Treasury, as appropriate as part of a special resolution regime. These powers enable the Bank of England (or any successor or replacement thereto and/or such other authority in the United Kingdom with the ability to exercise the UK Bail-in Power) (the "Resolution Authority") to implement various resolution measures and stabilisation options (including, but not limited to, the bail-in tool) with respect to a UK bank or investment firm and certain of its affiliates (as at the date of the Registration Document, including the Issuer) in circumstances in which the Resolution Authority is satisfied that the relevant resolution conditions are met.

  • O perational and mode l risks: Operational risk is the risk of loss to the Barclays 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. Model risk is the risk of potential adverse consequences from financial assessments or decisions based on incorrect or misused model outputs and reports.
  • Conduct, reputation and legal risks and legal, competition and regulatory matters: Conduct risk is the risk of detriment to customers, clients, market integrity, effective competition or the Barclays Bank Group from the inappropriate supply of financial services, including instances of wilful or negligent misconduct. Reputation risk is the risk that an action, transaction, investment, event, decision or business relationship will reduce trust in the Barclays Bank Group's integrity and competence. The Barclays 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 Barclays Bank Group's businesses and business practices. In each case, this exposes the Barclays Bank Group to the risk of loss or the imposition of penalties, damages or fines from the failure of members of the Barclays Bank Group to meet their respective legal obligations, including legal or contractual requirements. Legal risk may arise in relation to a number of the risk factors summarised above.

KEY INFO RMATIO N O N THE SECURITIES

What are the main features of the Securities?

Type and class of Securities being issued and admitted to trading, including security identification numbers

The Securities are derivative securities in the form of notes issued in dematerialised uncertificated book-entry form and will be uniquely identified by: Series number: NX000227588; Tranche number: 3; ISIN: GB00B8SVVT60; SEDOL: B8SVVT6.

The Securities are cleared and settled through Euroclear UK & Ireland Limited (CREST).

Currency, denomination, issue size and term of the Securities

The Securities will be denominated in pounds sterling ("GBP") (the "Currency"). The specified denomination per Security is GBP 1. The issue size is GBP 1,000,000 and the issue price is 100.00 per cent.

The issue date is 20 May 2021 and the redemption date is 29 April 2025 (the "Redemption Date ").

Rights attached to the Securities

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.

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 Asset(s).
  • 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).

  • The Securities contain provisions for calling meetings of holders to consider matters affect ing 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.
  • In certain circumstances, the Issuer may amend the terms and conditions of the Securities, without the holders' consent.

Governing law

The Securities will be governed by English law and the rights thereunder will be construed accordingly.

Description of the calculation of potential return on the Securities

The return on, and value of, the Securities will be linked to changes in the value of the GBP 25,000 Warrants issued by Barclays Bank PLC (ISIN: GB00B8SVVT60, Series number: NX000227588), the "Underlying Warrant", the value of which is dependent on the performance of FTSE 100 Index the "Underlying Warrant Reference Asset" (and together with the Underlying Warrant, the "Underlying Asset(s)").

Interest

The Securities will not bear interest.

Final redemption

The Securities are scheduled to redeem on the Redemption Date by payment by the Issuer of an amount in GBP for each GBP 1 in nominal amount (the "Calculation Amount") of the Securities equal to an amount determined by the Determination Agent in good faith and in a commercially reasonable manner as the Calculation Amount multiplied by an amount equal to the value of the Underlying Warrant on 22 April 2025, being the "Final Valuation Date", divided by the value of the Underlying Warrant on 20 May 2021, being the "Initial Valuation Date", the Final Valuation Date being subject to certain delay provisions if any relevant date for valuation is delayed in accordance with the terms of the Underlying Warrant.

The greater the value of the Underlying Warrant on the Final Valuation Date (as compared to the value of the Underlying Warrant on the Initial Valuation Date), the greater the final redemption amount payable on the Securities. If the value of the Underlying Warrant on the Final Valuation Date is below the value of the Underlying Warrant on the Initial Valuation Date, the final redemption amount will be less than the amount invested and could be as low as zero.

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 a tax event affecting the Issuer's ability to fulfil its obligations under the Securities, or (iii) following the occurrence of (a) the cancellation or termination of the Underlying Warrant (other than by scheduled exercise or automatic exercise pursuant to its terms) or (b) a specified early cancellation event in respect thereof.

In each case, the amount due in respect of the Calculation Amount for each Security will be an amount determined by the Determination Agent in good faith and in a commercially reasonable manner on the same basis as that which would have determined the amount due on final redemption except that the fin al value in respect of any Underlying Warrant shall be its value as of the day on which the disruption or termination event, event of default, unlawfulness or physical impracticability, as the case may be, occurs.

The value of the Underlying Warrant will be published on each Business Day on the Irish Stock Exchange. Details of the past and future performance and the volatility of the Underlying Warrant Reference Asset may be obtained from FTSE International Limited.

Determination Agent: Barclays Bank PLC will be appointed to make calculations and determinations with respect to the Securities.

Status of the Securities: The Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves.

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 foregoing, the Securities will be freely transferable.

Where will the Securities be traded?

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 20 May 2021.

What are the key risks that are specific to the Securities?

The Securities are subject to the following key risks:

  • Depending on the performance of the Underlying Warrant, you could lose some or all of your investment. The return on the Securities depends on the change in value of the Underlying Warrant, which may fluctuate up or down depending on the performance of the Underlying Warrant Reference Asset(s). Past performance of the Underlying Warrant Reference Asset(s) should not be taken as an indication of future performance. If the value of the Underlying Warrant on final valuation is less than upon initial valuation, you will lose some or all of your investment. The Securities may drop in value after issuance and therefore if you sell them prior to maturity in the secondary market (if any) you may lose some of your investment.
  • You are subject to the credit risk of the Issuer. The payment of any amount due under the Securities is dependent upon the Issuer's ability to fulfil its obligations when they fall due. The Securities are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any other deposit protection insurance scheme. Therefore, if the Issuer fails or is otherwise unable to meet its payment obligations under the Securities, you will lose some or all of your investment.
  • Taxation risks: The levels and basis of taxation on the Securities and any reliefs for such taxation will depend on your individual circumstances and could change at any time over the life of the Securities. This could have adverse consequences for you and you should therefore consult your own tax advisers as to the tax consequences to you of transactions involving the Securities.
  • There are risks associated with the valuation, liquidity and offering of the Securities: The market value of your Securities may be significantly lower than the issue price since the issue price may take into account the Issuer's and/or distributor's profit margin and costs in addition to the fair market value of the Securities. The market value of your Securities may be affected by the volatility, level, value or price of the Underlying Asset(s) at the relevant time, changes in interest rates, the Issuer's financial condition and credit ratings, the supply of and demand for the Securities, the time remaining until the maturity of the Securities and other factors. The price, if any, at which you will be able to sell your Securities prior to maturity may be substantially less than the amount you originally invested. Your Securities may not have an active trading market and the Issuer may not be under any obligation to make a market or repurchase the Securities prior to redemption.
  • Risks relating to the Underlying Warrant Reference Asset(s):
  • As the Underlying Warrant Reference Asseis an equity index, the Underlying Warrant 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. This could have an adverse effect on the value of the Underlying Warrant which, in turn, will have an adverse effect on the value of your Securities.

Risks of a lack of secondary market or sale in such market: There may not be a secondary market for the Securities and, therefore, you may not be able to sell them prior to their scheduled maturity or only for a substantial loss.

  • 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 which may have an adverse effect on your investment prospects.
  • Risks relating to potential adjustments to the terms of the Underlying Warrant: You will not have any rights in respect of the Underlying Warrant or the Underlying Warrant Reference Asset(s). The terms of the Underlying Warrant may be adjusted in respect of, for example, valuation of the Underlying Warrant Reference Asset(s) which may be exercised by the issuer of the Underlying Warrant(s) in a manner which has an adverse effect on the market value and/or amount repayable in respect of the Securities.

Potential conflicts of interest: Conflicts of interest may exist where Barclays Bank PLC or its affiliate: (i) acts in multiple capacities with respect to the Securities (e.g. acting as issuer, manager and determination agent); (ii) enters into hedging transactions to cover the Issuer's exposure to the relevant cash amounts to be paid or assets to be delivered under the Securities as these fall due; and (iii) uses price contributions from its trading desks as a pricing source for an Underlying Asset. In light of such conflicts, the actions taken or determinations made by Barclays Bank PLC in relation to the Securities may not always be in the best interest of the holders. In addition to hedging transactions, Barclays Bank PLC may trade on the Underlying Asset(s) in the ordinary course of its business. Such trading could affect the market price of the Underlying Asset(s), which may in turn materially adversely affect the value and return on your Securities.

KEY INFO RMATIO N O N THE O FFER O F SECURITIES TO THE PUBLIC AND/O R THE ADMISSIO N TO TRADING O N A REGULATED MARKET

Under which conditions and timetable can I invest in these Securities?

Terms and conditions of the offer

Not Applicable: the Securities have not been offered to the public.

Estimated total expenses of the issue and/or offer including expenses charged to investor by issuer/offeror

The Issuer will not charge any expenses to holders in connection with any issue of Securities. Offerors may, however, charge expenses to holders. Such expenses (if any) will be determined by agreement between the offeror and the holders at the time of each issue.

Who is the offeror and/or the person asking for admission to trading?

The Manager is Barclays Bank PLC with its address at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000) incorporated as public limited company under the laws of in England and Wales in England and Wales.

Why is the Prospectus being produced?

Use and estimated net amount of proceeds

The net proceeds from each issue of Securities will be applied by the Issuer for its general corpor ate purposes, which include making a profit and/or hedging certain risks.

Underwriting agreement on a firm commitment basis: The offer of the Securities is not subject to an underwriting agreement on a firm commitment basis.

Description of any interest material to the issue/offer, including conflicting interests

Not Applicable: no person involved in the issue has any interest, or conflicting interest, that is material to the issue of Securities.