REG - Barclays Bank PLC - Publication of Final Terms
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RNS Number : 5520H Barclays Bank PLC 06 May 2025
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 1,600,000Securities due May 2030 pursuant to the
Global Structured Securities Programme Preference Share Linked Base Prospectus
dated 11 April 2025 (the "Base Prospectus")
Series: NX00461343| ISIN: XS2976581236
under the Global Structured Securities Programme
This notice relates to the original final terms for ISIN XS2976581236 dated 20
March 2025 (the "Original Final Terms"), which are being replaced by the
amended and restated final terms dated 6 May 2025 (the "Amended and Restated
Final Terms").
1. The following elements in the Original Final Terms have been
amended in the Amended and Restated Final Terms as a result of the Global
Structured Securities Programme UK Base Prospectus annual update:
a. On page two of the Amended and Restated Final Terms, the words
"These Amended and Restated Final Terms complete and should be read in
conjunction with GSSP Preference Share Linked Base Prospectus which
constitutes a base prospectus drawn up as separate documents (including the
Registration Document dated 20 March 2025 and the Securities Note relating to
the GSSP Preference Share Linked Base Prospectus dated 11 April 2025) for the
purposes of Article 8(6) of the UK Prospectus Regulation (the "Base
Prospectus"), save in respect of the Terms and Conditions of the Securities
which are extracted from the 2024 GSSP Preference Share Linked Base Prospectus
dated 12 April 2024 (as supplemented on 13 December 2024) (the "2024 GSSP
Preference Share Linked Base Prospectus") and which are incorporated by
reference into the Base Prospectus." has replaced the following sentence:
"These Final Terms complete and should be read in conjunction with GSSP
Preference Share Linked Base Prospectus which constitutes a base prospectus
drawn up as separate documents (including the Registration Document dated 27
March 2024 as supplemented on 2 August 2024 and 17 March 2025 and the
Securities Note relating to the GSSP Preference Share Linked Base Prospectus
dated 12 April 2024 as supplemented on 13 December 2024) for the purposes of
Article 8(6) of the UK Prospectus Regulation (the "Base Prospectus"),"
b. In the summary to the Amended and Restated Final Terms under the
section titled "INTRODUCTION AND WARNINGS"", the sub-section titled "Competent
authority" shall be deleted in its entirety and replaced with the following:
Competent authority: The Base Prospectus was approved on 11 April 2025 by the
United Kingdom Financial Conduct Authority of 12 Endeavour Square, London, E20
1JN, United Kingdom (telephone number: +44 (0)20 7066 1000).
The above amendments do not affect the Conditions of the Securities in any
respect. The rest of the Original Final Terms remains unchanged.
Capitalised terms used but not otherwise defined herein shall have the
meanings given to them in the Amended and Restated Final Terms, as read in
conjunction with the GSSP Preference Share Linked Base Prospectus dated 11
April 2025.
A copy of the Amended and Restated Final Terms is exhibited at the end of this
Notice.
For further information, please contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
The date of this notice is 6 May 2025.
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Amended and Restated Final
Terms, and you are therefore advised to read this disclaimer carefully before
reading, accessing or making any other use of the Amended and Restated Final
Terms, or the Base Prospectus which the Amended and Restated Final Terms must
be read in conjunction with.
NEITHER THE AMENDED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY BE
FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS AND
BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS
THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES
ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMENDED AND RESTATED FINAL
TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN
ANY JURISDICTION WHERE SUCH offers or solicitations are not permitted by law.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information contained in the Amended and Restated Final
Terms and Base Prospectus may be addressed to and/or targeted at persons who
are residents of particular countries (as specified in the Amended and
Restated Final Terms and Base Prospectus) only and is not intended for use and
should not be relied upon by any person outside these countries and/or to whom
the offer contained in the Amended and Restated Final Terms and Base
Prospectus is not addressed. Prior to relying on the information contained in
the Amended and Restated Final Terms and Base Prospectus you must ascertain
whether or not you are part of the intended addressees of the information
contained therein.
Confirmation of your Representation: In order to be eligible to view the
Amended and Restated Final Terms and Base Prospectus or make an investment
decision with respect to the Securities, you must be a person other than a
U.S. person (within the meaning of Regulation S under the Securities Act) and
by accessing the Amended and Restated Final Terms and Base Prospectus you
shall be deemed to have represented that (i) you and any customers you
represent are not U.S. persons (as defined in Regulation S to the Securities
Act) and (ii) you consent to delivery of the Amended and Restated Final Terms
and Base Prospectus and any amendments or supplements thereto via electronic
transmission.
You are reminded that the Amended and Restated Final Terms and Base Prospectus
have been made available to you on the basis that you are a person into whose
possession the Amended and Restated Final Terms and Base Prospectus may be
lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver the
Amended and Restated Final Terms or Base Prospectus, electronically or
otherwise, to any other person.
The Amended and Restated Final Terms and Base Prospectus have been made
available to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of
electronic transmission and consequently none of the Issuer, its advisers nor
any person who controls any of them nor any director, officer, employee nor
agent of it or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Amended and
Restated Final Terms and Base Prospectus made available to you in electronic
format and the hard copy versions available to you on request from the Issuer.
Amended and Restated Final Terms
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Securities are not intended
to be offered, sold or otherwise made available to, and should not be offered,
sold or otherwise made available to, any retail investor in the European
Economic Area ("EEA"). For these purposes, a 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, the "MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of the MiFID II; or (iii) not a qualified investor as defined
in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation").
Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be
unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO SWISS RETAIL INVESTORS: The Securities are not
intended to be offered, sold or otherwise made available to and may not be
offered, sold or otherwise made available to any retail investor in
Switzerland. For these purposes a "retail investor" means a person who is not
a professional or institutional client, as defined in article 4 para. 3, 4 and
5 and article 5 para. 1 and 2 Swiss Federal Act on Financial Services
("FinSA") of 15 June 2018, as amended. Consequently, no key information
document required by FinSA for offering or selling the Securities or otherwise
making them available to retail investors in Switzerland has been prepared and
therefore, offering or selling the Securities or making them available to
retail investors in Switzerland may be unlawful under FinSA.
None of the Securities constitute a participation in a collective investment
scheme within the meaning of the Swiss Act on Collective Investment Schemes
("CISA") and are neither subject to the authorisation nor the supervision by
the Swiss Financial Market Supervisory Authority FINMA ("FINMA") and investors
do not benefit from the specific investor protection provided under the CISA.
The Securities may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of FinSA and no application has or will be made
to admit the Securities to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. Neither the Base Prospectus,
the Final Terms nor any other offering or marketing material relating to the
Securities constitutes a prospectus pursuant to the FinSA, and neither the
Base Prospectus, the Final Terms nor any other offering or marketing material
relating to the Securities may be publicly distributed or otherwise made
publicly available in Switzerland.
Neither the Base Prospectus nor these Final Terms or any other offering or
marketing material relating to the Securities constitute a prospectus pursuant
to the Swiss Financial Services Act ("FinSA"), and such documents may not be
publicly distributed or otherwise made publicly available in Switzerland,
unless the requirements of FinSA for such public distribution are complied
with.
The Securities documented in these Final Terms are not being offered, sold or
advertised, directly or indirectly, in Switzerland to retail clients
(Privatkundinnen und -kunden) within the meaning of FinSA ("Retail Clients").
Neither these Final Terms nor any offering materials relating to the
Securities may be available to Retail Clients in or from Switzerland. The
offering of the Securities directly or indirectly, in Switzerland is only made
by way of private placement by addressing the Securities (a) solely at
investors classified as professional clients (professionelle Kunden) or
institutional clients (institutionelle Kunden) within the meaning of FinSA
("Professional or Institutional Clients"), (b) at fewer than 500 Retail
Clients, and/or (c) at investors acquiring securities to the value of at least
CHF 100,000.
The Securities have not been, and will not be, at any time registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the
United States. The Securities may not be offered or sold within the United
States, or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act ("Regulation S")) ("U.S. persons"),
except in certain transactions exempt from the registration requirements of
the Securities Act and applicable state securities laws. Trading in the
Securities has not been approved by the U.S. Commodity Futures Trading
Commission under the U.S. Commodity Exchange Act of 1936, as amended (the
"Commodity Exchange Act"), and the rules and regulations promulgated
thereunder. The Securities are being offered and sold outside the United
States to non-U.S. persons in reliance on Regulation S.
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 1,600,000 Securities due May 2030 pursuant to the Global Structured
Securities Programme (the "Tranche 1 Securities")
Issue Price: 100.00 per cent.
The Securities are not intended to qualify as eligible debt securities for
purposes of the minimum requirement for own funds and eligible liabilities
("MREL") as set out under the Bank Recovery and Resolution Directive (EU)
2014/59), as implemented in the UK (or local equivalent, for example TLAC).
This document constitutes the amended and restated final terms of the
Securities (the "Final Terms" or the "Amended and Restated Final Terms")
described herein for the purposes of Article 8 of the Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) and regulations made thereunder (as
amended, the "UK Prospectus Regulation") and is prepared in connection with
the Global Structured Securities Programme established by Barclays Bank PLC
(the "Issuer"). These Amended and Restated Final Terms complete and should be
read in conjunction with GSSP Preference Share Linked Base Prospectus which
constitutes a base prospectus drawn up as separate documents (including the
Registration Document dated 20 March 2025 and the Securities Note relating to
the GSSP Preference Share Linked Base Prospectus dated 11 April 2025) for the
purposes of Article 8(6) of the UK Prospectus Regulation (the "Base
Prospectus"), save in respect of the Terms and Conditions of the Securities
which are extracted from the 2024 GSSP Preference Share Linked Base Prospectus
dated 12 April 2024 (as supplemented on 13 December 2024) (the "2024 GSSP
Preference Share Linked Base Prospectus") 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 Amended and Restated Final Terms and the Base Prospectus. A summary of
the individual issue of the Securities is annexed to these Amended and
Restated Final Terms.
The Base Prospectus, and any supplements thereto, are available for viewing at
https://www.home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/
and during normal business hours at the registered office of the Issuer and
the specified office of the Issue and Paying Agent for the time being in
London, and copies may be obtained from such office.
These Securities are FinSA Exempt Securities as defined in the Base
Prospectus.
Words and expressions defined in the Base Prospectus and not defined in the
Amended and Restated Final Terms shall bear the same meanings when used
herein.
BARCLAYS
Amended and Restated Final Terms dated 6 May 2025
Replacing the Final Terms dated 20 March 2025
PART A - CONTRACTUAL TERMS
1. (a) Series number: NX00461343
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at the Issue Date:
(i) Tranche: GBP 1,600,000
(ii) Series: GBP 1,600,000
(b) Specified Denomination: GBP 1.00
(c) Minimum Tradable Amount: GBP 1.00.
(d) Calculation Amount: GBP 1.00
4. Issue Price: 100% of par The Issue Price includes a fee which will be no more than 1.00% of
the Issue Price.
Investors in the Securities intending to invest through an intermediary
(including by way of introducing broker) should request details of any such
commission or fee payment from such intermediary before making any purchase
hereof.
5. Issue Date: 8 May 2025
6. Scheduled Redemption Date: 8 May 2030
7. Preference Share linked Securities:
(a) Underlying Preference Share(s) and Underlying Preference Share Reference Underlying Preference Share: 1 Preference Share linked to FTSE 100 INDEX (the
Asset(s): "Underlying Preference Share Reference Asset") issued by Teal Investments
Limited (Class number: PEISC959)
(b) Final Valuation Date: 30 April 2030, 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
TEFRA: Not Applicable
NGN Form: Not Applicable
Held under the NSS: Not Applicable
CGN Form: Applicable
CDIs: Not Applicable
10. Trade Date: 13 March 2025
11. 871(m) Securities The Issuer has determined that the Securities (without regard to any other
transactions) should not be subject to U.S. withholding tax under Section
871(m) of the U.S. Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
12. (i) Prohibition of Sales to UK Retail Investors: Not Applicable
(ii) Prohibition of Sales to EEA Retail Investors: Applicable - see the cover page of these Final Terms
(iii) Prohibition of Sales to Swiss Retail Investors: Applicable - see the cover page of these Final Terms
13. Early Cash Settlement Date: As specified in General Condition 22.1 (Definitions)
For the purposes of a Preference Share Termination Event pursuant to General
Condition 6 which includes, but is not limited to, the occurrence of an
autocall event in respect of the Underlying Preference Share, the Securities
will be redeemed on the applicable Early Cash Settlement Date.
The Early Cash Settlement Date(s) corresponding to the relevant Early Cash
Settlement Valuation Date(s) are set out in the table below:
Early Cash Settlement Valuation Date(s) Early Cash Settlement Date(s)
30 April 2027 10 May 2027
2May 2028 9 May 2028
30 April 2029 8 May 2029
14. Early Redemption Notice Period Number: Applicable as per General Condition 22.1 (Definitions)
15. Business Day: As defined in General Condition 22.1 (Definitions)
16. Determination Agent: Barclays Bank PLC
17. Registrar: Not Applicable
18. CREST Agent: Not Applicable
19. Transfer Agent: Not Applicable
20. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
21. Relevant Benchmarks: Amounts payable under the Securities may be calculated by reference to FTSE
100 INDEX which is provided by FTSE International Limited (the
"Administrator"). As at the date of these Final Terms, the Administrator
appears on the register of administrators and benchmarks established and
maintained by the Financial Conduct Authority ("FCA") pursuant to article 36
of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of
UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended)
(as amended, the "UK Benchmarks Regulation").
14.
Early Redemption Notice Period Number:
Applicable as per General Condition 22.1 (Definitions)
15.
Business Day:
As defined in General Condition 22.1 (Definitions)
16.
Determination Agent:
Barclays Bank PLC
17.
Registrar:
Not Applicable
18.
CREST Agent:
Not Applicable
19.
Transfer Agent:
Not Applicable
20.
(a) Names of Manager:
Barclays Bank PLC
(b) Date of underwriting agreement:
Not Applicable
21.
Relevant Benchmarks:
Amounts payable under the Securities may be calculated by reference to FTSE
100 INDEX which is provided by FTSE International Limited (the
"Administrator"). As at the date of these Final Terms, the Administrator
appears on the register of administrators and benchmarks established and
maintained by the Financial Conduct Authority ("FCA") pursuant to article 36
of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of
UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended)
(as amended, the "UK Benchmarks Regulation").
PART B - OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(a) Listing and Admission to Trading: Application will 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 Issue Date.
(b) Estimate of total expenses related to admission to trading: GBP 395.00
(c) Name and address of the entities which have a firm Not Applicable
commitment to act as intermediaries in secondary trading, providing liquidity
through bid and offer rates and a description of the main terms of their
commitment:
2. RATINGS
Ratings: The Securities have not been individually rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
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 offer.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(a) Reasons for the offer: Making profit and/or hedging purposes
(b) Use of Proceeds: Not Applicable
(c) Estimated net proceeds: Not Applicable
(d) 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 may be obtained from Bloomberg Screen: UKX Index.
See also the Annex - "ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES
NOTE RELATING TO THE UNDERLYING"
6. POST ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with respect to the
Underlying Preference Share(s), unless required to do so by applicable law or
regulation.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS2976581236
(b) Common Code: 297658123
(c) Name(s) and address(es) of any clearing system(s) other than Euroclear Bank Not Applicable
S.A./N.V. and Clearstream Banking, société anonyme, and the relevant
identification number(s):
(d) Delivery: Delivery free of payment
(e) Intended to be held in a manner which would allow Eurosystem eligibility: No since unsecured debt instruments issued by credit institutions established
outside the European Union are not Eurosystem eligible.
(f) Green Structured Securities: No
(g) Green Index Linked Securities: No
8. TERMS AND CONDITIONS OF THE OFFER
8.1 Authorised Offer(s)
(a) Public Offer: An offer of the Securities may be made, subject to the conditions set out
below by the Authorised Offeror(s) (specified in (b) immediately below) other
than pursuant to section 86 of the FSMA during the Offer Period (specified in
(c) immediately below) subject to the conditions set out in the Base
Prospectus and in (d) immediately below.
(b) Name(s) and address(es), to the extent known to the Issuer, of the placers in Each financial intermediary specified in (i) and (ii) below:
the various countries where the offer takes place (together, the "Authorised
Offeror(s)"): (i) Specific consent: Meteor Asset Management (the "Initial Authorised
Offeror(s)") and each financial intermediary expressly named as an Authorised
Offeror on the Issuer's website (https://www.barx-is.com); and
(ii) General consent: Not Applicable
(c) Offer period for which use of the Base Prospectus is authorised by the From (and including) 20 March 2025 to (and including) 30 April 2025.
Authorised Offeror(s) (the "Offer Period"):
(d) Other conditions for use of the Base Prospectus by the Authorised Offeror(s): Not Applicable
8.2 Other terms and conditions of the offer
(a) Offer Price: 100.00% of the Issue Price
(b) Total amount of offer: GBP 1,600,000.00
(c) Conditions to which the offer is subject: The Issuer reserves the right to withdraw the offer for Securities at any time
prior to the end of the Offer Period.
Following withdrawal of the offer, if any application has been made by any
potential investor, each such potential investor shall not be entitled to
subscribe or otherwise acquire the Securities and any applications will be
automatically cancelled and any purchase money will be refunded to the
applicant by the Authorised Offeror in accordance with the Authorised
Offeror's usual procedures.
(d) Time period, including any possible amendments, during which the offer will be From (and including) 20 March 2025 to (and including) 30 April 2025.
open and description of the application process:
(e) Description of the application process: An offer of the Securities may be made by the Manager or the Authorised
Offeror other than pursuant to section 86 of the FSMA in the United Kingdom
(the "Public Offer Jurisdiction") during the Offer Period.
Applications for the Securities can be made in the Public Offer Jurisdiction
through the Authorised Offeror during the Offer Period. The Securities will be
placed into the Public Offer Jurisdiction by the Authorised Offeror.
Distribution will be in accordance with the Authorised Offeror's usual
procedures, notified to investors by the Authorised Offeror.
(f) Details of the minimum and/or maximum amount of application: The minimum and maximum amount of application from the Authorised Offeror will
be notified to investors by the Authorised Offeror.
(g) Description of possibility to reduce subscriptions and manner for refunding Not Applicable
excess amount paid by applicants:
(h) Details of method and time limits for paying up and delivering the Securities: Investors will be notified by the Authorised Offeror of their allocations of
Securities and the settlement arrangements in respect thereof.
(i) Manner in and date on which results of the offer are to be made public: Investors will be notified by the Authorised Offeror of their allocations of
Securities and the settlement arrangements in respect thereof.
(j) Procedure for exercise of any right of pre-emption, negotiability of Not Applicable
subscription rights and treatment of subscription rights not exercised:
(k) Process for notification to applicants of the amount allotted and indication Applicants will be notified directly by the Authorised Offeror of the success
whether dealing may begin before notification is made: of their application. No dealings in the Securities may take place prior to
the Issue Date.
(l) Amount of any expenses and taxes specifically charged to the subscriber or Prior to making any investment decision, investors should seek independent
purchaser: professional advice as they deem necessary.
(m) Name(s) and address(es), to the extent known to the Issuer, of the placers in Meteor Asset Management 24/25 The Shard, 32 London Bridge Street, London, SE1
the various countries where the offer takes place: 9SG
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: GBP 1,600,000.00 Securities due 8 May 2030 pursuant to the Global
Structured Securities Programme (ISIN: XS2976581236) (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: The Authorised Offeror is Meteor Asset Management with
its address at 24/25 The Shard, 32 London Bridge Street, London, SE1 9SG
(telephone number: 020 7904 1010) and its LEI is 2138008UN4KBVG2LGA27.
Competent authority: The Base Prospectus was approved on 11 April 2025 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 ON 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: Barclays is a diversified bank with five
operating divisions comprising: Barclays UK, Barclays UK Corporate Bank,
Barclays Private Bank and Wealth Management, Barclays Investment Bank and
Barclays US Consumer Bank supported by Barclays Execution Services Limited,
the Group-wide service company providing technology, operations and functional
services to businesses across the Group.
The Issuer is the non-ring-fenced bank within the Group and its principal
activity is to offer products and services designed for larger corporate,
private bank and wealth management, wholesale and international banking
clients. The Barclays Bank Group contains the Barclays UK Corporate Bank
(UKCB), Barclays Private Bank and Wealth Management (PBWM), Barclays
Investment Bank (IB) and Barclays US Consumer Bank (USCB) businesses. The
Issuer offers customers and clients a range of products and services spanning
consumer and wholesale banking.
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 C. S. Venkatakrishnan (Chief Executive and
Executive Director) and Anna Cross (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 2024 and 31
December 2023 from the annual consolidated financial statements of the Issuer
for the years ended 31 December 2024 and 2023 (the "Financial Statements"),
which have each been audited with an unmodified opinion provided by KPMG.
Consolidated Income Statement
As at 31 December
2024 2023
(£m)
Net interest 6,745 6,653
income.........................................................................................................
Net fee and commission 6,271 5,461
income..................................................................................
Credit impairment charges / (1,617) (1,578)
(releases)........................................................................
Net trading 5,900 5,980
income..........................................................................................................
Profit before 4,747 4,223
tax..............................................................................................................
Profit after 3,748 3,561
tax.................................................................................................................
Consolidated Balance Sheet
As at 31 December
2024 2023
(£m)
Total 1,218,524 1,185,166
assets.......................................................................................................................
Debt securities in 35,803 45,653
issue....................................................................................................
Subordinated 41,875 35,903
liabilities...................................................................................................
Loans and advances, debt securities at amortised cost 195,054 185,247
..........................................
Deposits at amortised cost 319,376 301,798
............................................................................................
Total 59,220 60,504
equity......................................................................................................................
Certain Ratios from the Financial Statements
As at 31 December
2024 2023
(%)
Common Equity Tier 1 capital 12.1 12.1
................................................................................
Total regulatory 18.1 19.2
capital.............................................................................................
UK leverage ratio (BBPLC sub-consolidated) (1 5.8 6.0
2)...................................................
(1) Fully loaded UK leverage ratio was 5.8%, with £54.6bn of T1 capital and
£946.7bn of leverage exposure. Fully loaded average UK leverage ratio was
5.2% with £54.5bn of T1 capital and £1,050bn of leverage exposure. Fully
loaded UK leverage ratios are calculated without applying the transitional
arrangements under Regulation (EU) No 575/2013, as amended, as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.
(2) Although the leverage ratio is expressed in terms of T1 capital, the
countercyclical leverage ratio buffer (CCLB) and 75% of the minimum
requirement must be covered solely with CET1 capital. The CET1 capital held
against the 0.2% countercyclical leverage ratio buffer was £1.9bn.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to which its
businesses are exposed. 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. The factors set out below should not be regarded as a
complete and comprehensive statement of all the potential risks and
uncertainties which the Barclays Bank Group faces. For example, certain other
factors beyond the Barclays Bank Group's control, including escalation of
global conflicts, acts of terrorism, natural disasters 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 interest rate changes on the Barclays Bank Group's
profitability; (iii) the competitive environments of the banking and financial
services industry; (iv) the regulatory change agenda and impact on business
model; (v) change delivery and execution risks and (vi) card partnerships.
· Climate risk: Climate risk is the risk of
financial losses arising from climate change through physical risks and risks
associated with transitioning to a lower carbon economy.
· 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 for loans and advances due from borrowers
and counterparties. Market risk is the risk of loss arising from potential
adverse changes 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 to support its normal business
activities and to meet its regulatory capital requirements under normal
operating environments and stressed conditions 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.
· 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 potential for
adverse consequences from decisions based on incorrect or misused model
outputs and reports.
Compliance, reputation, legal risks and legal, competition and regulatory
matters and financial crime risk: Compliance risk is the risk of poor outcomes
for, or harm to, customers, clients and markets, arising from the delivery of
the Barclays Bank Group's products and services (Compliance Risk) and the risk
to the Barclays Bank Group, its clients, customers or markets from a failure
to comply with the laws, rules and regulations applicable to the firm(LRR
risk). 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/or competence. The Barclays Bank Group conducts
diverse activities in a highly regulated global market which exposes it and
its employees to legal risk arising from (i) the multitude of laws, rules and
regulations that apply to the activities it undertakes, which are highly
dynamic, may vary between jurisdictions and/or conflict, and may be 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 and its employees 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 applicable laws, rules, regulations or contractual requirements
or to assert or defend their intellectual property rights. Legal risk may
arise in relation to any number of the material existing and emerging risks
summarised above. Financial crime risk is the risk that the Barclays Bank
Group and its associated persons (employees or third parties) commit or
facilitate financial crime, and/or the Barclays Bank Group's products and
services are used to facilitate financial crime.
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being offered and admitted to trading, including
security identification numbers
The Securities are derivative securities in the form of notes issued in global
bearer form and will be uniquely identified by: Series number: NX00461343;
Tranche number: 1; ISIN: XS2976581236; Common Code: 297658123.
The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or
Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1. The issue size is GBP 1,600,000.00 and the
issue price is 100.00% of par.
The issue date is 8 May 2025 and the redemption date is 8 May 2030 (the
"Redemption Date"). Such date may be postponed if the determination of any
value used to calculate an amount payable under the Securities is delayed.
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.
The potential return on the Securities will be a redemption amount linked to
the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISC959), the "Underlying Preference Share", the value
of which is dependent on the performance of the Underlying Preference Share
Reference Asset. Information on the Underlying Preference Share can be found
on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities will be
redeemed by the Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation Amount
multiplied by (ii) the Preference Share Value(final) divided by the Preference
Share Value(initial).
Where:
· Calculation Amount: Calculations in respect of
amounts payable under the Securities are made by reference to the "Calculation
Amount", being GBP 1.00 per Security.
· Preference Share Value(final): the value of the
Underlying Preference Share on 30 April 2030, being the "Final Valuation
Date". The Final Valuation Date is subject to adjustment.
· Preference Share Value(initial): the Underlying
Preference Share on 8 May 2025, being the "Initial Valuation Date". The
Initial Valuation Date is subject to adjustment
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following:
If:
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:
Value of the Underlying Preference Share = the Final Autocall Settlement
Percentage (being 140.100%) multiplied by the Calculation Amount (being GBP
100.00).
If:
a 'Trigger Event' has not occurred:
Value of the Underlying Preference Share = 100% multiplied by the Calculation
Amount.
If:
a 'Trigger Event' has occurred:
Value of 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 (being GBP 100.00).
Where:
· Calculation Amount: GBP 100.00.
· Final Autocall Settlement Percentage: 140.100%
· Final Barrier: in respect of an Underlying
Preference Share Reference Asset and the final valuation date, an amount which
is calculated as 100.0000% multiplied by the Initial Price of that Underlying
Preference Share Reference Asset.
· Final Valuation Price: in respect of an
Underlying Preference Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on 30 April 2030, subject to
adjustment.
· Initial Price: in respect of an Underlying
Preference Share Reference Asset, the closing price or level of such
Underlying Preference Share Reference Asset on, subject to adjustment.
· Knock-in Barrier Percentage: 65.0000%.
· Knock-in Barrier Price: in respect of an
Underlying Preference Share Reference Asset, an amount which is calculated as
65.0000% multiplied by the Initial Price of that Underlying Preference Share
Reference Asset.
· Strike Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is calculated as 100.000%
multiplied by the Initial Price of that Underlying Preference Share Reference
Asset.
· Trigger Event: the closing price or level of the
Underlying Preference Share Reference Asset on the Final Valuation Date (being
the "trigger event observation date") is less than the Knock-in Barrier Price.
· Underlying Preference Share Reference Asset: FTSE
100 INDEX.
Early redemption of the Underlying Preference Shares following an autocall
event:
If the closing level of the Underlying Preference Share Reference Asset
observed in respect of 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 immediately following such Autocall Valuation Date. In such an
event, the value of the Underlying Preference Share will be equal to the
Autocall Early Cash Settlement Percentage corresponding to the relevant
Autocall Valuation Date multiplied by the Calculation Amount (being GBP
100.00), 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.
i Autocall Valuation Date(s) Autocall Early Redemption Date Autocall Barrier Percentage(s) Autocall Early Cash Settlement Percentage(s)
1 30 April 2027 11 May 2027 100.000% 116.0400%
2 2 May 2028 10 May 2028 100.000% 124.0600%
3 30 April 2029 9 May 2029 100.000% 132.0800%
Early redemption in respect of the Securities
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 impracticable, (ii) following the
occurrence of an additional disruption event which may include, but not be
limited to, a change in applicable law or a currency disruption event, or
(iii) following the occurrence of the redemption the Underlying Preference
Shares (other than by scheduled redemption pursuant to its terms).
The early redemption amount due in respect of each Security 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
determination agent in good faith and in a commercially reasonable manner.
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 8 May 2025.
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
Preference Share, you could lose some or all of your investment. The return on
the Securities depends on the change in value of the Underlying Preference
Share, which may fluctuate up or down depending on the performance of the
Underlying Preference Share Reference Asset(s). Past performance of the
Underlying Preference Share Reference Asset(s) should not be taken as an
indication of future performance. If the value of the Underlying Preference
Share 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.
As the Securities do not constitute a deposit and are not insured or
guaranteed by any government or agency or under the UK Government credit
guarantee scheme, all payments to be made by the Issuer under the Securities
are subject to its financial position and its ability to meet its obligations.
The Securities constitute unsubordinated and unsecured obligations of the
Issuer and rank pari passu with each and all other current and future
unsubordinated and unsecured obligations of the Issuer. Further, under the
Banking Act 2009, if the relevant UK resolution authority is satisfied that
the Issuer is failing or likely to fail then, subject to certain other
conditions being satisfied, the Issuer may be subject to action taken by the
resolution authority, including potentially the write down of claims of
unsecured creditors of the Issuer (potentially including claims of investors
in the Securities) and the conversion of unsecured debt claims (potentially
including the Securities) to other instruments (e.g. equity shares), the
transfer of all or part of the Issuer's business to another entity, or other
resolution measures. The insolvency of the Issuer and/or any action taken by
the resolution authority may lead to a partial or total loss of the invested
capital.
· 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.
· Risks relating to the Underlying Preference Share
Reference Asset(s):
As an 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.
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 value of the Underlying Preference Share depends on the level of the
Underlying Preference Share Reference Asset(s) reaching or crossing a
'barrier' on a specified date. If the Underlying Preference Share Reference
Asset(s) performs in such a way so that the Final Valuation Price is less than
the Knock-in Barrier Price on such specified date, the value of and return on
the Underlying Preference Share and, in turn, the Securities may be
dramatically less that if the level of the Underlying Preference Share
Reference Asset(s) had reached or crossed the 'barrier'.
· 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 Preference Share: You will not have any rights in
respect of the Underlying Preference Share or the Underlying Preference Share
Reference Asset(s). The terms of the Underlying Preference Share may be
adjusted in respect of, for example, valuation of the Underlying Preference
Share Reference Asset(s) which may 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 the 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?
Terms and conditions of the offer
The terms and conditions of any offer of Securities to the public may be
determined by agreement between the Issuer and the Authorised Offeror at the
time of each issue.
The Securities are offered for subscription in the United Kingdom during the
period from (and including) 20 March 2025 to (and including) 30 April 2025
(the "Offer Period") and such offer is subject to the following conditions:
· Offer Price: The Issue Price
· Conditions to which the offer is subject: The Issuer
reserves the right to withdraw the offer for Securities at any time prior to
the end of the Offer Period. Following withdrawal of the offer, if any
application has been made by any potential investor, each such potential
investor shall not be entitled to subscribe or otherwise acquire the
Securities and any applications will be automatically cancelled and any
purchase money will be refunded to the applicant by the Authorised Offeror in
accordance with the Authorised Offeror's usual procedures.
· Description of the application process: An offer of the
Securities other than pursuant to section 86 of FSMA may be made by the
Manager or the Authorised Offeror in the United Kingdom (the "Public Offer
Jurisdiction") during the Offer Period. Applications for the Securities can be
made in the Public Offer Jurisdiction through the Authorised Offeror during
the Offer Period. The Securities will be placed into the Public Offer
Jurisdiction by the Authorised Offeror. Distribution will be in accordance
with the Authorised Offeror's usual procedures, notified to investors by the
Authorised Offeror.
· Details of the minimum and/or maximum amount of
application: The minimum and maximum amount of application from the Authorised
Offeror will be notified to investors by the Authorised Offeror.
· Description of possibility to reduce subscriptions and
manner for refunding excess amount paid by applicants: Not Applicable
· Details of the method and time limits for paying up and
delivering the Securities: Investors will be notified by the Authorised
Offeror of their allocations of Securities and the settlement arrangements in
respect thereof.
· Manner in and date on which results of the offer are to
be made public: Investors will be notified by the Authorised Offeror of their
allocations of Securities and the settlement arrangements in respect thereof.
· Process for notification to applicants of the amount
allotted and indication whether dealing may begin before notification is made:
Applicants will be notified directly by the Authorised Offeror of the success
of their application. No dealings in the Securities may take place prior to
the Issue Date.
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?
See the item entitled "The Authorised Offeror(s)" above.
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.
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
The Authorised Offeror may be paid fees in relation to the offer of
Securities. Potential conflicts of interest may exist between the Issuer,
determination agent, Authorised Offeror or their affiliates (who may have
interests in transactions in derivatives related to the Underlying Preference
Share Reference Asset(s) which may, but are not intended to, adversely affect
the market price, liquidity or value of the Securities) and holders.
The Authorised Offeror will be paid aggregate commissions equal to 1.00%. Any
Authorised Offeror and its affiliates may engage or be engaged in hedging
activities with respect to the Securities.
Consolidated Balance Sheet
As at 31 December
2024 2023
(£m)
Total 1,218,524 1,185,166
assets.......................................................................................................................
Debt securities in 35,803 45,653
issue....................................................................................................
Subordinated 41,875 35,903
liabilities...................................................................................................
Loans and advances, debt securities at amortised cost 195,054 185,247
..........................................
Deposits at amortised cost 319,376 301,798
............................................................................................
Total 59,220 60,504
equity......................................................................................................................
Certain Ratios from the Financial Statements
As at 31 December
2024 2023
(%)
Common Equity Tier 1 capital 12.1 12.1
................................................................................
Total regulatory 18.1 19.2
capital.............................................................................................
UK leverage ratio (BBPLC sub-consolidated) (1 5.8 6.0
2)...................................................
(1) Fully loaded UK leverage ratio was 5.8%, with £54.6bn of T1 capital and
£946.7bn of leverage exposure. Fully loaded average UK leverage ratio was
5.2% with £54.5bn of T1 capital and £1,050bn of leverage exposure. Fully
loaded UK leverage ratios are calculated without applying the transitional
arrangements under Regulation (EU) No 575/2013, as amended, as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.
(2) Although the leverage ratio is expressed in terms of T1 capital, the
countercyclical leverage ratio buffer (CCLB) and 75% of the minimum
requirement must be covered solely with CET1 capital. The CET1 capital held
against the 0.2% countercyclical leverage ratio buffer was £1.9bn.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to which its
businesses are exposed. 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. The factors set out below should not be regarded as a
complete and comprehensive statement of all the potential risks and
uncertainties which the Barclays Bank Group faces. For example, certain other
factors beyond the Barclays Bank Group's control, including escalation of
global conflicts, acts of terrorism, natural disasters 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 interest rate changes on the Barclays Bank Group's
profitability; (iii) the competitive environments of the banking and financial
services industry; (iv) the regulatory change agenda and impact on business
model; (v) change delivery and execution risks and (vi) card partnerships.
· Climate risk: Climate risk is the risk of
financial losses arising from climate change through physical risks and risks
associated with transitioning to a lower carbon economy.
· 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 for loans and advances due from borrowers
and counterparties. Market risk is the risk of loss arising from potential
adverse changes 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 to support its normal business
activities and to meet its regulatory capital requirements under normal
operating environments and stressed conditions 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.
· 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 potential for
adverse consequences from decisions based on incorrect or misused model
outputs and reports.
Compliance, reputation, legal risks and legal, competition and regulatory
matters and financial crime risk: Compliance risk is the risk of poor outcomes
for, or harm to, customers, clients and markets, arising from the delivery of
the Barclays Bank Group's products and services (Compliance Risk) and the risk
to the Barclays Bank Group, its clients, customers or markets from a failure
to comply with the laws, rules and regulations applicable to the firm(LRR
risk). 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/or competence. The Barclays Bank Group conducts
diverse activities in a highly regulated global market which exposes it and
its employees to legal risk arising from (i) the multitude of laws, rules and
regulations that apply to the activities it undertakes, which are highly
dynamic, may vary between jurisdictions and/or conflict, and may be 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 and its employees 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 applicable laws, rules, regulations or contractual requirements
or to assert or defend their intellectual property rights. Legal risk may
arise in relation to any number of the material existing and emerging risks
summarised above. Financial crime risk is the risk that the Barclays Bank
Group and its associated persons (employees or third parties) commit or
facilitate financial crime, and/or the Barclays Bank Group's products and
services are used to facilitate financial crime.
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being offered and admitted to trading, including
security identification numbers
The Securities are derivative securities in the form of notes issued in global
bearer form and will be uniquely identified by: Series number: NX00461343;
Tranche number: 1; ISIN: XS2976581236; Common Code: 297658123.
The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or
Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1. The issue size is GBP 1,600,000.00 and the
issue price is 100.00% of par.
The issue date is 8 May 2025 and the redemption date is 8 May 2030 (the
"Redemption Date"). Such date may be postponed if the determination of any
value used to calculate an amount payable under the Securities is delayed.
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.
The potential return on the Securities will be a redemption amount linked to
the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISC959), the "Underlying Preference Share", the value
of which is dependent on the performance of the Underlying Preference Share
Reference Asset. Information on the Underlying Preference Share can be found
on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities will be
redeemed by the Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation Amount
multiplied by (ii) the Preference Share Value(final) divided by the Preference
Share Value(initial).
Where:
· Calculation Amount: Calculations in respect of
amounts payable under the Securities are made by reference to the "Calculation
Amount", being GBP 1.00 per Security.
· Preference Share Value(final): the value of the
Underlying Preference Share on 30 April 2030, being the "Final Valuation
Date". The Final Valuation Date is subject to adjustment.
· Preference Share Value(initial): the Underlying
Preference Share on 8 May 2025, being the "Initial Valuation Date". The
Initial Valuation Date is subject to adjustment
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following:
If:
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:
Value of the Underlying Preference Share = the Final Autocall Settlement
Percentage (being 140.100%) multiplied by the Calculation Amount (being GBP
100.00).
If:
a 'Trigger Event' has not occurred:
Value of the Underlying Preference Share = 100% multiplied by the Calculation
Amount.
If:
a 'Trigger Event' has occurred:
Value of 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 (being GBP 100.00).
Where:
· Calculation Amount: GBP 100.00.
· Final Autocall Settlement Percentage: 140.100%
· Final Barrier: in respect of an Underlying
Preference Share Reference Asset and the final valuation date, an amount which
is calculated as 100.0000% multiplied by the Initial Price of that Underlying
Preference Share Reference Asset.
· Final Valuation Price: in respect of an
Underlying Preference Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on 30 April 2030, subject to
adjustment.
· Initial Price: in respect of an Underlying
Preference Share Reference Asset, the closing price or level of such
Underlying Preference Share Reference Asset on, subject to adjustment.
· Knock-in Barrier Percentage: 65.0000%.
· Knock-in Barrier Price: in respect of an
Underlying Preference Share Reference Asset, an amount which is calculated as
65.0000% multiplied by the Initial Price of that Underlying Preference Share
Reference Asset.
· Strike Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is calculated as 100.000%
multiplied by the Initial Price of that Underlying Preference Share Reference
Asset.
· Trigger Event: the closing price or level of the
Underlying Preference Share Reference Asset on the Final Valuation Date (being
the "trigger event observation date") is less than the Knock-in Barrier Price.
· Underlying Preference Share Reference Asset: FTSE
100 INDEX.
Early redemption of the Underlying Preference Shares following an autocall
event:
If the closing level of the Underlying Preference Share Reference Asset
observed in respect of 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 immediately following such Autocall Valuation Date. In such an
event, the value of the Underlying Preference Share will be equal to the
Autocall Early Cash Settlement Percentage corresponding to the relevant
Autocall Valuation Date multiplied by the Calculation Amount (being GBP
100.00), 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.
i Autocall Valuation Date(s) Autocall Early Redemption Date Autocall Barrier Percentage(s) Autocall Early Cash Settlement Percentage(s)
1 30 April 2027 11 May 2027 100.000% 116.0400%
2 2 May 2028 10 May 2028 100.000% 124.0600%
3 30 April 2029 9 May 2029 100.000% 132.0800%
Early redemption in respect of the Securities
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 impracticable, (ii) following the
occurrence of an additional disruption event which may include, but not be
limited to, a change in applicable law or a currency disruption event, or
(iii) following the occurrence of the redemption the Underlying Preference
Shares (other than by scheduled redemption pursuant to its terms).
The early redemption amount due in respect of each Security 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
determination agent in good faith and in a commercially reasonable manner.
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 8 May 2025.
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
Preference Share, you could lose some or all of your investment. The return on
the Securities depends on the change in value of the Underlying Preference
Share, which may fluctuate up or down depending on the performance of the
Underlying Preference Share Reference Asset(s). Past performance of the
Underlying Preference Share Reference Asset(s) should not be taken as an
indication of future performance. If the value of the Underlying Preference
Share 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.
As the Securities do not constitute a deposit and are not insured or
guaranteed by any government or agency or under the UK Government credit
guarantee scheme, all payments to be made by the Issuer under the Securities
are subject to its financial position and its ability to meet its obligations.
The Securities constitute unsubordinated and unsecured obligations of the
Issuer and rank pari passu with each and all other current and future
unsubordinated and unsecured obligations of the Issuer. Further, under the
Banking Act 2009, if the relevant UK resolution authority is satisfied that
the Issuer is failing or likely to fail then, subject to certain other
conditions being satisfied, the Issuer may be subject to action taken by the
resolution authority, including potentially the write down of claims of
unsecured creditors of the Issuer (potentially including claims of investors
in the Securities) and the conversion of unsecured debt claims (potentially
including the Securities) to other instruments (e.g. equity shares), the
transfer of all or part of the Issuer's business to another entity, or other
resolution measures. The insolvency of the Issuer and/or any action taken by
the resolution authority may lead to a partial or total loss of the invested
capital.
· 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.
· Risks relating to the Underlying Preference Share
Reference Asset(s):
As an 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.
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 value of the Underlying Preference Share depends on the level of the
Underlying Preference Share Reference Asset(s) reaching or crossing a
'barrier' on a specified date. If the Underlying Preference Share Reference
Asset(s) performs in such a way so that the Final Valuation Price is less than
the Knock-in Barrier Price on such specified date, the value of and return on
the Underlying Preference Share and, in turn, the Securities may be
dramatically less that if the level of the Underlying Preference Share
Reference Asset(s) had reached or crossed the 'barrier'.
· 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 Preference Share: You will not have any rights in
respect of the Underlying Preference Share or the Underlying Preference Share
Reference Asset(s). The terms of the Underlying Preference Share may be
adjusted in respect of, for example, valuation of the Underlying Preference
Share Reference Asset(s) which may 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 the 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?
Terms and conditions of the offer
The terms and conditions of any offer of Securities to the public may be
determined by agreement between the Issuer and the Authorised Offeror at the
time of each issue.
The Securities are offered for subscription in the United Kingdom during the
period from (and including) 20 March 2025 to (and including) 30 April 2025
(the "Offer Period") and such offer is subject to the following conditions:
· Offer Price: The Issue Price
· Conditions to which the offer is subject: The Issuer
reserves the right to withdraw the offer for Securities at any time prior to
the end of the Offer Period. Following withdrawal of the offer, if any
application has been made by any potential investor, each such potential
investor shall not be entitled to subscribe or otherwise acquire the
Securities and any applications will be automatically cancelled and any
purchase money will be refunded to the applicant by the Authorised Offeror in
accordance with the Authorised Offeror's usual procedures.
· Description of the application process: An offer of the
Securities other than pursuant to section 86 of FSMA may be made by the
Manager or the Authorised Offeror in the United Kingdom (the "Public Offer
Jurisdiction") during the Offer Period. Applications for the Securities can be
made in the Public Offer Jurisdiction through the Authorised Offeror during
the Offer Period. The Securities will be placed into the Public Offer
Jurisdiction by the Authorised Offeror. Distribution will be in accordance
with the Authorised Offeror's usual procedures, notified to investors by the
Authorised Offeror.
· Details of the minimum and/or maximum amount of
application: The minimum and maximum amount of application from the Authorised
Offeror will be notified to investors by the Authorised Offeror.
· Description of possibility to reduce subscriptions and
manner for refunding excess amount paid by applicants: Not Applicable
· Details of the method and time limits for paying up and
delivering the Securities: Investors will be notified by the Authorised
Offeror of their allocations of Securities and the settlement arrangements in
respect thereof.
· Manner in and date on which results of the offer are to
be made public: Investors will be notified by the Authorised Offeror of their
allocations of Securities and the settlement arrangements in respect thereof.
· Process for notification to applicants of the amount
allotted and indication whether dealing may begin before notification is made:
Applicants will be notified directly by the Authorised Offeror of the success
of their application. No dealings in the Securities may take place prior to
the Issue Date.
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?
See the item entitled "The Authorised Offeror(s)" above.
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.
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
The Authorised Offeror may be paid fees in relation to the offer of
Securities. Potential conflicts of interest may exist between the Issuer,
determination agent, Authorised Offeror or their affiliates (who may have
interests in transactions in derivatives related to the Underlying Preference
Share Reference Asset(s) which may, but are not intended to, adversely affect
the market price, liquidity or value of the Securities) and holders.
The Authorised Offeror will be paid aggregate commissions equal to 1.00%. Any
Authorised Offeror and its affiliates may engage or be engaged in hedging
activities with respect to the Securities.
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 this Document; 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.
Preference Share Confirmation dated 7 May 2025
TEAL INVESTMENTS LIMITED
(the "Preference Share Issuer")
(Incorporated in Jersey and independent to the Issuer)
Class PEISC959 GBP Preference Shares linked to FTSE 100 INDEX due May 2030
(the "Preference Shares")
Issue Price: GBP 100.00 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.
PART A - CONTRACTUAL TERMS
1. Class PEISC959
2. Settlement Currency: Pound Sterling ("GBP")
3. Preference Shares:
(a) Number of Preference Shares: 1
(b) Type of Preference Shares: Equity Index Linked Preference Shares
4. Calculation Amount: GBP 100.00
5. Issue Price: GBP 100.00 per Preference Share.
6. Issue Date: 7 May 2025
7. Scheduled Redemption Date: 9 May 2030, subject to adjustment in accordance with the Business Day
Convention
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 Not Applicable
the Additional Amount))
10. Redemption Value Barriers and Thresholds:
(a) Barrier: European
(b) Trigger Event Type: European (Final)
(c) Final Barrier Percentage: 100.0000%
(d) Strike Price Percentage: 100.000%
(e) Knock-in Barrier Percentage: 65.0000%
(f) Trigger Event Observation Date: 30 April 2030
(g) Final Autocall Settlement Percentage: 140.100%
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 or Autocall (bearish): Autocall is Applicable
i Autocall Valuation Date(s): Autocall Early Redemption Date(s): Autocall Barrier Percentage(s): Autocall Early Cash Settlement Percentage:
1 30 April 2027 11 May 2027 100.000% 116.0400%
2 2 May 2028 10 May 2028 100.000% 124.0600%
3 30 April 2029 9 May 2029 100.000% 132.0800%
(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 "Autocall Valuation Date(s)" in the table above
(b) Autocall Early Redemption Date: Each of the dates specified as "Autocall Early Redemption Date(s)" in the
table above, subject to adjustment in accordance with the Business Day
Convention
(c) Autocall Barrier Percentage(s): Each of the percentages specified as "Autocall Barrier Percentage(s)" in the
table above
(d) Autocall Early Cash Settlement Percentage(s): Each of the percentages specified as "Autocall Early Cash Settlement
Percentage(s)" in the table above
(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 "Autocall Valuation Date(s)" in the table above
(b) Autocall Early Redemption Date:
Each of the dates specified as "Autocall Early Redemption Date(s)" in the
table above, subject to adjustment in accordance with the Business Day
Convention
(c) Autocall Barrier Percentage(s):
Each of the percentages specified as "Autocall Barrier Percentage(s)" in the
table above
(d) Autocall Early Cash Settlement Percentage(s):
Each of the percentages specified as "Autocall Early Cash Settlement
Percentage(s)" 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) or Autocall (Phoenix) (bearish): Not Applicable
14. Issuer Early Redemption Option: Applicable
15. Investor Early Redemption Option: Applicable
Provisions relating to the Reference Asset(s):
16. Reference Asset(s):
(a) Share(s): Not Applicable
(b) Equity Index: FTSE 100 INDEX
(i) Exchange(s): London Stock Exchange
(ii) Related Exchange(s): All Exchanges
(iii) Bloomberg Screen: UKX Index
(iv) Reuters Screen Page: Not Applicable
(v) Index Sponsor(s): FTSE International Limited
(vi) Valuation Time: As specified in Preference Share General Condition 31 (Definitions and
interpretation).
17. Initial Price: Relevant Price: Closing Price
The Relevant Price on the Initial Valuation Date.
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 30 April 2025
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
(d) Final Valuation Date: 30 April 2030
Provisions relating to disruption events and taxes and expenses:
19. Consequences of a Disrupted Day (in respect of an Averaging Date, Lookback Not Applicable
Date or Trigger Event Observation Date): (Preference Share General Condition
11.2 (Averaging Dates, Lookback Dates and Trigger Event Observation Dates))
20. FX Disruption Event: (Preference Share General Condition 15 (FX Disruption Not Applicable
Event))
21. Local Jurisdiction Taxes and Expenses: (Preference Share General Condition 16 Not Applicable
(Local Jurisdiction Taxes and Expenses))
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: 13 March 2025
28. Early Redemption Notice Period Number: As specified in Preference Share General Condition 31 (Definitions and
interpretation)
29. Business Day: As defined in Preference Share General Condition 31 (Definitions and
interpretation)
30. Business Day Convention: Following
31. Determination Agent: Barclays Bank PLC
32. Registrar: Maples Fiduciary Services (Jersey) Limited
33. Relevant Benchmark: Amounts payable under the Preference Share may be calculated by reference to
FTSE 100 INDEX which is provided by FTSE International Limited (the
"Administrator"). As at the date of this Preference Share Confirmation, the
Administrator appears on the register of administrators and benchmarks
established and maintained by the Financial Conduct Authority ("FCA") pursuant
to article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it
forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018
(as amended) (as amended, the "UK 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: See Annex hereto
ANNEX - INDEX DISCLAIMER
FTSE 100 (the "Index")
The Securities (the "Barclays product(s)") has/have been developed solely by
Barclays. The Barclays product(s) is/are not in any way connected to or
sponsored, endorsed, sold or promoted by the London Stock Exchange Group plc
and its group undertakings (collectively, the "LSE Group"). FTSE Russell is a
trading name of certain of the LSE Group companies.
All rights in the "FTSE 100" (the "Index") vest in the relevant LSE Group
company which owns the Index. "FTSE®" is/are a trade mark(s) of the relevant
LSE Group company and is/are used by any other LSE Group company under
license.
The Index is calculated by or on behalf of FTSE International Limited or its
affiliate, agent or partner. The LSE Group does not accept any liability
whatsoever to any person arising out of (a) the use of, reliance on or any
error in the Index or (b) investment in or operation of the Barclays
Product(s). The LSE Group makes no claim, prediction, warranty or
representation either as to the results to be obtained from the Barclays
Product(s) or the suitability of the Index for the purpose to which it is
being put by Barclays.
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