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Barclays PLC — Capital/Financing Update 2021
Nov 8, 2021
5250_rns_2021-11-08_e3abfaba-1d01-45da-aa28-66312ba0dda7.pdf
Capital/Financing Update
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Final Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
USD 1,000,000 Floating Rate Securities due July 2029 (the Tranche 5 Securities) to be consolidated and form a single series with the existing USD 842,000 Floating Rate Securities due July 2029, originally issued 11 December 2020 (the Tranche 4 Securities), USD 2,000,000 Floating Rate Securities due July 2029, originally issued 15 November 2019 (the Tranche 3 Securities), USD 500,000 Floating Rate Securities due July 2029 originally issued 1 October 2019 (the Tranche 2 Securities) and USD 3,700,000 Floating Rate Securities due July 2029 originally issued 29 July 2019 pursuant to the Global Structured Securities Programme (the Tranche 1 Securities and together with the Tranche 2 Securities, Tranche 3 Securities, Tranche 4 Securities and Tranche 5 Securities, the Securities) Issue Price: 100.00 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 is supplemental to and should be read in conjunction with the GSSP Base Prospectus 1A which constitutes a base prospectus drawn up as separate documents (including the Registration Document dated 2 March 2020 as supplemented on 29 April 2020, 5 August 2020 and 30 July 2021 and the Securities Note relating to the GSSP Base Prospectus 1A dated 9 December 2020 as supplemented on 17 February 2021 and 9 March 2021) for the purposes of Article 8(6) of the Prospectus Regulation, save in respect of the Terms and Conditions of the Securities which are extracted from the 2018 GSSP Base Prospectus 1 dated 28 August 2018 (the "2018 GSSP Base Prospectus 1") and which are incorporated by reference into the Base Prospectus. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus, save in respect of the Terms and Conditions of the Securities which are extracted from the 2018 GSSP Base Prospectus 1. 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 2018 GSSP Base Prospectus 1 are available for viewing at https://home.barclays/investor-relations/fixed-income-investors/prospectusand-documents/structured-securities-prospectuses and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the 2018 GSSP Base Prospectus 1 and not defined in the Final Terms shall bear the same meanings when used herein.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA Retail Investor"). For these purposes, an EEA Retail Investor means a person in the European Economic Area who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended from time too 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; 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 Securities or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling the Securities or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.
BARCLAYS
Final Terms dated 4 November 2021
Part A – CONTRACTUAL TERMS
| 1. | (a) Series number: | NX000232091 |
|---|---|---|
| (b) Tranche number: | 5 | |
| 2. | Settlement Currency: | United States dollars ("USD") |
| 3. | Exchange Rate: | Not Applicable |
| 4. | Securities: | |
| (a) Aggregate Nominal Amount as at the Issue Date: |
||
| (i) Tranche: |
Tranche 1: USD 3,700,000 | |
| Tranche 2: USD 500,000 | ||
| Tranche 3: USD 2,000,000 | ||
| Tranche 4: USD 842,000 | ||
| Tranche 5: USD 1,000,000 | ||
| (ii) Series: | USD 8,042,000 | |
| (b) Specified Denomination: | USD 1 | |
| (c) Minimum Tradable Amount: |
Not Applicable | |
| 5. | Issue Price: | 100.00 per cent. of the Aggregate Nominal Amount |
| 6. | Issue Date: | Tranche 1: 29 July 2019 |
| Tranche 2: 1 October 2019 | ||
| Tranche 3: 15 November 2019 | ||
| Tranche 4: 11 December 2020 | ||
| Tranche 5: 4 November 2021 | ||
| 7. | Interest Commencement Date: | Issue Date |
| 8. | Scheduled Redemption Date: | 29 July 2029 |
| 9. | Calculation Amount: | Specified Denomination |
| Provisions relating to interest (if any) payable | ||
| 10. | Type of Interest: | Spread-Linked Interest |
| (a) Interest Payment Date(s): | 29 October, 29 January, 29 April and 29 July in each year, subject to adjustment in accordance with the Business Day Convention |
|
| (b) Interest Period End Date(s): | 29 October, 29 January, 29 April and 29 July in each year, without adjustment in accordance with the Business Day Convention |
|
| 11. | Switch Option: | Not Applicable |
| 12. | Conversion Option: | Not Applicable |
| 13. | Fixing Date – Interest: | Not Applicable | ||
|---|---|---|---|---|
| 14. | Fixing Time – Interest: | Not Applicable | ||
| 15. | Fixed Rate Interest provisions: | Not Applicable | ||
| 16. | provisions: | Floating Rate Interest | Not Applicable | |
| 17. | provisions: | Inverse Floating Rate Interest | Not Applicable | |
| 18. | provisions: | Inflation-Linked Interest | Not Applicable | |
| 19. | Digital Interest Provisions: | Not Applicable | ||
| 20. | Provisions: | Spread-Linked Interest | Applicable | |
| (a) | Floating Rate Interest provisions applicable to the determination of Spread Linked Rate One(t) and Spread-Linked Rate Two(t): |
Spread-Linked Rate One(t) | Spread-Linked Rate Two(t) | |
| (i) Floating Interest Rate Determination: |
Not Applicable | Not Applicable | ||
| (ii) CMS Rate Determination: |
Applicable | Applicable | ||
| - | Specified Swap Rate: | Constant Maturity Swap | Constant Maturity Swap | |
| - | Reference Currency | USD | USD | |
| - | Designated Maturity: | 30 years | 2 years | |
| - | Relevant Screen Page: | Bloomberg Screen page USISDA30 |
Bloomberg Screen page USISDA02 |
|
| - | Relevant Time: | 11:00 a.m., New York City time | 11:00 a.m., New York City time | |
| - | Interest Determination Date: |
The date falling two New York Banking Days prior to the first day of each Interest Calculation Period |
The date falling two New York Banking Days prior to the first day of each Interest Calculation Period |
|
| - | Pre-nominated Index: | Not Applicable | Not Applicable | |
| - | Spread-Linked Rate One(t) Cap: |
Not Applicable | ||
| - | Spread-Linked Rate One(t) Floor: |
Not Applicable | ||
| - | Spread-Linked Rate Two(t) Cap: |
Not Applicable | ||
| - | Spread-Linked Rate Two(t) Floor: |
Not Applicable |
| (b) Cap Rate: |
Not Applicable | |
|---|---|---|
| (c) Curve Cap: |
Not Applicable | |
| (d) Floor Rate: |
0% | |
| (e) Leverage: |
1 | |
| (f) Participation: |
5.16 | |
| (g) Spread: |
zero | |
| (h) Day Count Fraction: |
30/360 | |
| (i) Details of any short or long Interest Calculation Period: |
Not Applicable | |
| (j) Range Accrual: |
Not Applicable | |
| 21. | Decompounded Floating Rate Interest provisions: |
Not Applicable |
| 22. | Zero Coupon Provisions: | Not Applicable |
| Provisions relating to redemption | ||
| 23. | (a) Optional Early Redemption: |
Not Applicable |
| (b) Option Type: |
Not Applicable | |
| 24. | Call provisions | Not Applicable |
| 25. | Put provisions | Not Applicable |
| 26. | Final Redemption Type: | Bullet Redemption |
| 27. | Bullet Redemption provisions: | Applicable |
| Final Redemption Percentage: | 100% | |
| 28. | Inflation-Linked Redemption provisions: |
Not Applicable |
| 29. | Early Cash Settlement Amount: | Market Value |
| (a) Final Redemption Floor Unwind Costs: |
Not Applicable | |
| 30. | Fixing Date – Redemption: | Not Applicable |
| 31. | Fixing Time – Redemption: | Not Applicable |
| 32. | Change in Law: | Applicable |
| 33. | Currency Disruption Event: | Applicable |
| 34. | Issuer Tax Event: | Applicable |
| 35. | Extraordinary Market Disruption: |
Applicable |
| 36. | Hedging Disruption: | Applicable |
|---|---|---|
| 37. | Increased Cost of Hedging: | Not Applicable |
| Disruptions | ||
| 38. | Settlement Expenses: | Not Applicable |
| 39. | FX Disruption Fallbacks (General Condition 10 (Consequences of FX Disruption Events)): |
Not Applicable |
| General Provisions | ||
| 40. | 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 | ||
| 41. | Trade Date: | Tranche 1: 15 July 2019 |
| Tranche 2: 24 September 2019 | ||
| Tranche 3: 8 November 2019 | ||
| Tranche 4: 25 November 2020 | ||
| Tranche 5: 28 October 2021 | ||
| 42. | Taxation Gross Up: | Not Applicable |
| 43. | Prohibition of Sales to EEA Retail Investors: |
Applicable - see cover page of these Final Terms |
| 44. | Early Redemption Notice Period Number: |
As set out in General Condition 28.1 (Definitions) |
| 45. | Additional Business Centre(s): | Not Applicable |
| 46. | Business Day Convention: | Following |
| 47. | Determination Agent: | Barclays Bank PLC |
| 48. | Registrar: | Not Applicable |
| 49. | CREST Agent: | Not Applicable |
| 50. | Transfer Agent: | Not Applicable |
| 51. | (a) Name of Manager: | Barclays Bank PLC |
| (b) Date of underwriting agreement: |
Not Applicable | |
| (c) Names and addresses of secondary trading |
Not Applicable |
intermediaries and main terms of commitment:
-
- Registration Agent: Not Applicable
-
- Masse Category: Not Applicable
-
- Governing law: English law
-
- Belgian Securities Not Applicable
-
Relevant Benchmarks: USISDA10 (30-Year USD ICE Swap Rate) and USISDA2 (2-Year USD ICE Swap Rate) are provided by ICE Benchmark Administration Limited. As at the date hereof, ICE Benchmark Administration 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 from the Tranche 5 Issue Date. |
Application is expected to be made by the Issuer (or on its behalf) for the Securities to be listed on the official list and admitted to trading on the regulated market of the London Stock Exchange with effect |
||
|---|---|---|---|
| Estimate of total expenses related to admission to trading: |
GBP 395 | ||
| 2. | RATINGS | ||
| Ratings: | The Securities have not been individually rated. | ||
| 3. | REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES | ||
| (i) | Reasons for the offer: | General funding | |
| (ii) | Estimated net proceeds: | Not Applicable | |
| (iii) | Estimated total expenses: | Not Applicable | |
| 4. | YIELD | ||
| Not Applicable | |||
| 5. | HISTORIC INTEREST RATES | ||
| Not Applicable | |||
| 6. | OPERATIONAL INFORMATION | ||
| (i) | ISIN Code: | XS1984753514 | |
| (ii) | Common Code: | 198475351 | |
| (iii) | Relevant Clearing System(s) and the relevant identification number(s): |
Clearstream, Euroclear | |
| (iv) | Delivery: | Delivery free of payment | |
| (v) | Name and address of additional Paying Agent(s) (if any) |
Not Applicable | |
| (vi) | Intended to be held in a manner which would allow Eurosystem eligibility: |
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
INTRODUCTION 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: USD 1,000,000 10 Year Steepener Notes due 2029 pursuant to the Global Structured Securities Programme (to be consolidated and to form a single series with the USD 3,700,000 10 Year Steepener Notes due 2029 issued on 29 July 2019, the USD 500,000 10 Year Steepener Notes due 2029 issued on 1 October 2019 and the USD 2,000,000 10 Year Steepener Rate Notes due 2029 issued on 15 November 2019 and USD 842,000 10 Year Steepener Notes due 2029 issued on 11 December 2020 pursuant to the Global Structured Securities Programme) (ISIN: XS1984753514) (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 9 December 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 INFORMATION OF 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 corporate, 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 statutory 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 information 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 audited with an unmodified opinion provided by KPMG. The selected financial information included in the table below for the six months ended 30 June 2021 and 30 June 2020 was derived from the unaudited Interim Results Announcement of the Issuer in respect of the six months ended 30 June 2021.
| Consolidated Income Statement | ||||||
|---|---|---|---|---|---|---|
| As at 30 June (unaudited) |
As at 31 December | |||||
| 2021 | 2020 | 2020 | 2019 | |||
| (£m) | (£m) | |||||
| Net interest income | 1,523 | 1,671 | 3,160 | 3,907 | ||
| Net fee and commission income | 3,200 | 2,879 | 5,659 | 5,672 | ||
| Credit impairment releases/(charges) | 288 | (2,674) | (3,377) | (1,202) | ||
| Net trading income | 3,467 | 4,225 | 7,076 | 4,073 | ||
| Profit before tax | 3,334 | 1,523 | 3,075 | 3,112 | ||
| Profit/(loss) after tax | 2,723 | 1,293 | 2,451 | 2,780 | ||
| Consolidated Balance Sheet |
| As at 30 June (unaudited) |
As at 31 December | ||
|---|---|---|---|
| 2021 | 2020 | 2019 | |
| (£m) | (£m) | ||
| Total assets | 1,064,337 | 1,059,731 | 876,672 |
| Debt securities in issue | 42,931 | 29,423 | 33,536 |
| Subordinated liabilities | 29,045 | 32,005 | 33,425 |
| Loans and advances at amortised cost | 133,815 | 134,267 | 141,636 |
| Deposits at amortised cost | 249,732 | 244,696 | 213,881 |
| Total equity | 53,696 | 53,710 | 50,615 |
| Certain Ratios from the Financial Statements | |||
|---|---|---|---|
| As at 30 June (unaudited) |
As at 31 December | ||
| 2021 | 2020 | 2019 | |
| (%) | (%) | ||
| Common Equity Tier 1 capital | 13.9 | 14.2 | 13.9 |
| Total regulatory capital | 21.2 | 21.0 | 22.1 |
| CRR leverage ratio | 3.6 | 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 prospects 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, epidemic outbreaks 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) potentially unfavourable global and local economic and market conditions, as well as geopolitical developments; (ii) the impact of COVID-19; (iii) the process of UK withdrawal from the EU; (iv) the impact of interest rate changes on the Barclays Bank Group's profitability; (v) the competitive environments of the banking and financial services industry; (vi) the regulatory change agenda and impact on business model; (vii) the impact of climate
change on the Barclays Bank Group's business; and (viii) 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.
- Operational and model 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.
- 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, 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 (currently including the Issuer) in circumstances in which the Resolution Authority is satisfied that the relevant resolution conditions are met.
- 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 INFORMATION OF 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 in the form of notes and will be uniquely identified by: Series number: NX000232091; Tranche number: 5; ISIN: XS1984753514; Common Code: 198475351; SEDOL: BK8PK06.
The Securities will be cleared and settled through Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme.
Currency, specified denomination, issue size and term of the Securities
The Securities will be issued in United States dollars ("USD") (the "Issue Currency") and settled in the same currency (the "Settlement Currency"). The Securities are tradable in nominal and the specified denomination per Security is USD 1. The issue size is USD 1,000,000 (the "Aggregate Nominal Amount"). The issue price is 100% of the Specified Denomination.
The issue date is 4 November 2020 (the "Issue Date"). Subject to early termination, the Securities are scheduled to redeem on 29 July 2029 (the "Scheduled Redemption Date").
Rights attached to the Securities
Potential return: The Securities will give each holder of Securities the right to receive potential return on the Securities, together with certain ancillary rights such as the right to receive notice of certain determinations and events and the right to vote on some (but not all) amendments to the terms and conditions of the Securities. The potential return will be in the forms of: (i) one or more Interest Amounts, and/or (ii) a Final Cash Settlement Amount, provided that if the Securities are early terminated, the potential return may be in the form of an Early Cash Settlement Amount instead.
Taxation: All payments in respect of the Securities shall be made without withholding or deduction for or on account of any UK taxes unless such withholding or deduction is required by law. In the event that any such withholding or deduction is required by law, the Issuer will, save in limited circumstances, be required to pay additional amounts to cover the amounts so withheld or deducted.
Events of default: If the Issuer fails to make any payment due under the Securities or breaches any other term and condition of the Securities in a way that is materially prejudicial to the interests of the holders (and such failure is not remedied within 30 days, or, in the case of interest, 14 days), or the Issuer is subject to a winding-up order, then (subject, in the case of interest, to the Issuer being prevented from payment for a mandatory provision of law) the Securities will become immediately due and payable, upon notice being given by the holder.
Limitations on rights
Early redemption following certain disruption events or due to unlawfulness or impracticability: The Issuer may redeem the Securities prior to their Scheduled Redemption Date following the occurrence of certain disruption events or extraordinary events concerning the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency of the Securities, or if it determines that the performance of any of its obligations under the Securities is unlawful or physically impracticable. If this occurs, investors will receive an "Early Cash Settlement Amount" equal to the fair market value of the Securities prior to their redemption.
Certain additional limitations:
- 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, to postpone or obtain alternative valuation of the Underlying Asset(s), to postpone scheduled payments under the Securities, to change the currency in which the Securities are denominated, to substitute the Underlying Asset(s), 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).
- 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.
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
Underlying Assets: The return on, and value of, Securities will be linked to the performance of one or more specified reference rates used to determine an interest rate. The underlying assets for the Securities are the Spread-Linked Rate One and the Spread-Linked Rate Two (each, an "Underlying Asset").
Calculation Amount: Calculations in respect of amounts payable under the Securities are made by reference to a "Calculation Amount", being USD 1 per Security.
Determination Agent: Barclays Bank PLC will be appointed to make calculations and determinations with respect to the Securities.
A – Interest
__________________
During the term of the Securities, the Securities pay Spread-Linked interest. Interest will be calculated in respect of the period from (and including) the Issue Date to (but excluding) the next succeeding Interest Period End Date and each successive period from (and including) an Interest Period End Date to (but excluding) the next succeeding Interest Period End Date (each such period, an "Interest Calculation Period"). The amount of interest (each an "Interest Amount") accrued over each Interest Calculation Period shall be payable on the Interest Payment Date immediately following the Interest Period End Date of such Interest Calculation Period. The table below sets out the respective dates:
| Interest Period End Date | Interest Payment Date | ||||
|---|---|---|---|---|---|
| 29 January, 29 April, 29 July and 29 October of each year (commencing on 29 January 2021), unadjusted |
The Interest Period End Dates, adjusted in accordance with the following business day convention |
Spread-Linked Interest. The Interest Amount of each Security accrued over an Interest Calculation Period in respect of which "Spread-Linked Rate" interest is applicable shall be equal to the Calculation Amount multiplied by the relevant Spread-Linked Rate of Interest and the Day Count Fraction. The "Spread-Linked Rate of Interest" shall be equal to the sum of (1) (x) the Spread-Linked Rate One as determined on the relevant Interest Determination Date minus the product of the relevant Leverage and the Spread-Linked Rate Two as determined on such Interest Determination Date, multiplied by (y) the relevant Participation, and (2) the relevant Spread. The Spread-Linked Rate of Interest may not be less than the relevant Floor Rate. The table below gives further details:
| Interest Period End Date |
Interest Determination Date | Leverag e |
Particip ation |
Spread | Floor Rate |
Day Count Fraction |
|
|---|---|---|---|---|---|---|---|
| Each Interest Period End Date |
The date falling two New York business days prior to the first day in the relevant Interest Calculation Period |
1 | 5.16 | 0% | 0% | 30/360 | |
| Spread-Linked Rate One | Spread-Linked Rate Two |
The constant maturity swap rate (expressed as a percentage rate per annum) for swap transactions in USD with a maturity of 30 years which appears on the Bloomberg screen page "USISDA30 Index" as of 11:00 a.m. (New York time) on the relevant Interest Determination Date The constant maturity swap rate (expressed as a percentage rate per annum) for swap transactions in USD with a maturity of 2 years which appears on the Bloomberg screen page "USISDA02 Index" as of 11:00 a.m. (New York time) on the relevant Interest Determination Date
B – Final Redemption
The Securities are scheduled to redeem on the Scheduled Redemption Date by payment of an amount in the Settlement Currency equal to the Calculation Amount multiplied by 100.00%.
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
The Securities are offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act 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.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
- You may lose some or all of your investment in the Securities: Even though your Securities are repayable at par, you may lose up to the entire value of your investment if the Issuer fails or is otherwise unable to meet its payment or delivery obligations. You may also lose some or all of your investment if: (a) you sell your Securities before their scheduled maturity; (b) your Securities are early redeemed in certain extraordinary circumstances; or (c) the terms and conditions of your Securities are adjusted such that the amount payable or property deliverable to you is less than your initial investment.
- There are risks associated with the valuation, liquidity and offering of the Securities: The market value of your Securities may be 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 or level 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.
- You are subject to risks associated with the determination of amount payable under the Securities: The Securities bear interest at a rate that is contingent upon the performance of the Underlying Assets and may vary from one Interest Calculation Period to the next. You may not receive any interest payments if the Underlying Assets do not perform as anticipated.
- Your Securities are subject to adjustments and early redemption: Pursuant to the terms and conditions of the Securities, following the occurrence of certain disruption events or extraordinary events concerning the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency of the Securities, the Determination Agent or the Issuer may take a number of remedial actions, including estimating the level of the Underlying Assets, substituting the Underlying Assets, and making adjustments to the terms and conditions of the Securities. Any of such remedial action may change the economic characteristics of the Securities and have a material adverse effect on the value of and return on the Securities. If no remedial action can be taken, or it is determined that the performance of any of the Issuer's obligations under the Securities is unlawful or physically impracticable, the Issuer may early redeem the Securities by payment of an Early Cash Settlement Amount. If early redemption occurs, you may lose some or all of your investment because the Early Cash Settlement Amount may be lower than the price at which you purchase the Securities, or may even be zero. You will also lose the opportunity to participate in any subsequent positive performance of the Underlying Asset(s) and be unable to realise any potential gains in the value of the Securities. You may not be able to reinvest the proceeds from an investment at a comparable return and/or with a comparable interest rate for a similar level of risk.
- Settlement is subject to conditions and may be impossible in certain circumstances: Payment of the amount payable to you will not take place until all conditions to settlement have been satisfied in full. No additional amounts will be payable to you by the Issuer because of any resulting delay or postponement. Certain settlement disruption events may occur which could restrict the Issuer's ability to make payments, and the date of settlement could be delayed accordingly.
- Risks relating to constant maturity swap rate: The Interest Amount payable over the term of the Securities may vary and many extrinsic factors could affect the performance of the constant maturity swap rate, which could fluctuate up or down. Fluctuations that have occurred in the past should not be taken as an indication of future performance. Further, the occurrence of a discontinuance and/or declared non-representativeness of the constant maturity swap rate may lead to the replacement of such rate in accordance with the specified alternative methodologies (in which case, the economic characteristics of the Securities may change in a
materially negative manner) or the early redemption of the Securities (in which case, the holders will lose all future interest payments).
- The Underlying Asset(s) are 'benchmarks' for the purposes of the EU Benchmarks Regulation (Regulation (EU) 2016/1011, as amended): Pursuant to the Benchmarks Regulation, an Underlying Asset may not be used in certain ways by an EU supervised entity after 31 December 2021 if its administrator does not obtain authorisation or registration (or, if a non-EU entity, does not satisfy the "equivalence" conditions and is not "recognised" pending an equivalence decision or is not "endorsed" by an EU supervised entity). If this happens, a disruption event will occur and the Securities may be early redeemed. Further, the methodology or other terms of an Underlying Asset could be changed in order to comply with the requirements of the Benchmarks Regulation, and such changes could reduce or increase the rate or affect the volatility of the published rate of such Underlying Asset, which may in turn lead to adjustments to the terms of the Securities or early redemption.
- 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.
- 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 INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR THE ADMISSION TO TRADING ON A REGULATED MARKET
Under which conditions and timetable can I invest in these Securities?
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
Not Applicable: no expenses will be charged to the holder by the Issuer or offerors.
Who is the offeror and/or the person asking for admission to trading?
The Issuer is the entity requesting for admission to trading of the Securities.
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 corporate purposes, which include making a profit and/or hedging certain risks. The estimated net proceeds is 100 per cent. of the issue size.
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.