REG - Barclays Bank PLC - Publication of Final Terms
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RNS Number : 0423K Barclays Bank PLC 23 May 2025
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 3,000,000 Securities due May 2031 pursuant to the
Global Structured Securities Programme UK Base Prospectus dated 15 April 2025
(the "Base Prospectus")
Series: NX00463221 | ISIN: XS2912734758
under the Global Structured Securities Programme
This notice relates to the original final terms for ISIN XS2912734758 dated 28
March 2025 (the "Original Final Terms"), which are being replaced by the
amended and restated final terms dated 27 May 2025 (the "Amended and Restated
Final Terms").
1. The following elements in the Original Final Terms and accompanying
summary have been amended in the Amended and Restated Final Terms to reflect
the Global Structured Securities Programme UK Base Prospectus annual update:
On page two of the Amended and Restated Final Terms, the second paragraph has
been amended as follows : "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
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 is
supplemental to and should be read in conjunction with the GSSP UK 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 UK Base Prospectus dated 15 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 UK Base Prospectus dated 16 April 2024
(the "2024 GSSP UK 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."
2. In the summary to the Amended and Restated Final Terms the section
titled "Competent authority" shall be deleted in its entirety and replaced
with the following:
Competent authority: The Base Prospectus was approved on 15 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 UK Base Prospectus dated 15 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 27 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.
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. 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 "EU 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 EU 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 European Economic
Area has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the European
Economic Area 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 of the Swiss Federal Act on Financial Services of
15 June 2018, as amended ("FinSA"). 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.
The Securities may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of the 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 constitute 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 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 and, as applicable, the Entitlements, 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. The Securities are being offered and sold outside the United
States to non-U.S. persons in reliance on Regulation S. Trading in the
Securities and, as applicable, the Entitlements, 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.
Amended and Restated Final Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 3,000,000 Securities due May 2031 pursuant to the Global Structured
Securities Programme (the "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 Resttaed Final Terms")
described herein for the purposes of Article 8 of 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 is supplemental to and
should be read in conjunction with the GSSP UK 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 UK Base Prospectus dated 15 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 UK Base Prospectus dated 16 April 2024 (the "2024 GSSP UK 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, any supplements thereto are available for viewing at
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses
(https://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.
The Registration Document and the supplements thereto are available for
viewing at:
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocument
(https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocument)
and
https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocumentsupplement
(https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocumentsupplement)
.
These Notes 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 [ ] May 2025
Replacing the Final Terms dated 28 March 2025
PART A - CONTRACTUAL TERMS
1. 1 (a) Series number: NX00463221
(b) Tranche number: 1
2. Currencies:
(a) Issue Currency: Pounds sterling ("GBP")
(b) Settlement Currency: GBP
3. Exchange Rate: Not Applicable
4. Securities: Notes
5. Notes: Applicable
(a) Aggregate Nominal Amount as at the Issue Date:
(i) Tranche: GBP 3,000,000
(ii) Series: GBP 3,000,000
(b) Specified Denomination: GBP 1
(c) Minimum Tradable Amount: Not Applicable
6. Certificates: Not Applicable
7. Calculation Amount: GBP 1
8. Issue Price: 100.00 per cent. of the Specified Denomination
The Issue Price includes a commission element payable by the Issuer to the
Authorised Offeror which will be no more than 1.40 per cent. of the Issue
Price and relates solely to the initial design, arrangement, manufacture and
custody of the Securities by the Authorised Offeror.
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.
9. Issue Date: 29 May 2025
10. Scheduled Settlement Date: 29 May 2031, subject to adjustment in accordance with the Business Day
Convention
11. Type of Security: Index Linked Securities
12. Relevant Annex(es) which apply to the Securities: Equity Linked Annex
13. Underlying Performance Type: Worst-of
Provisions relating to interest (if any) payable
14. Interest Type: Phoenix without memory
15. (a) Fixed Interest Type: Fixed Amount
(b) Fixed Interest Rate: 0.6675 per cent.
(c) Floating Rate Determination - CMS Rate: Not Applicable
(d) Floating Rate Determination - Reference Rate: Not Applicable
(e) Fixed Interest Determination Date(s): Not Applicable
(f) Interest Determination Date(s): Not Applicable
(g) Interest Valuation Date(s): The dates set out in Table 1 below in the column entitled 'Interest Valuation
Date(s)'.
(h) Fixing Business Day: Not Applicable
(i) Interest Payment Date(s): The dates set out in Table 1 below in the column entitled 'Interest Payment
Date(s)', each date subject to adjustment in accordance with the Business Day
Convention.
(j) T: Not Applicable
(k) Observation Date(s): Not Applicable
(l) Interest Barrier Percentage: 80.00 per cent.
(m) Lower Barrier: Not Applicable
(n) Lower Barrier Percentage: Not Applicable
(o) Upper Barrier: Not Applicable
(p) Knock-out Barrier Type: Not Applicable
(q) Knock-out Barrier Percentage: Not Applicable
(r) Day Count Fraction: Not Applicable
(s) Interest Period End Dates: Not Applicable
(t) Interest Commencement Date: Not Applicable
Table 1
Interest Valuation Date(s): Interest Payment Date(s)
16 June 2025 30 June 2025
14 July 2025 28 July 2025
14 August 2025 29 August 2025
15 September 2025 29 September 2025
14 October 2025 28 October 2025
14 November 2025 28 November 2025
15 December 2025 31 December 2025
14 January 2026 28 January 2026
16 February 2026 02 March 2026
16 March 2026 30 March 2026
14 April 2026 28 April 2026
14 May 2026 29 May 2026
15 June 2026 29 June 2026
14 July 2026 28 July 2026
14 August 2026 28 August 2026
14 September 2026 28 September 2026
14 October 2026 28 October 2026
16 November 2026 30 November 2026
14 December 2026 30 December 2026
14 January 2027 28 January 2027
15 February 2027 01 March 2027
15 March 2027 31 March 2027
14 April 2027 28 April 2027
14 May 2027 28 May 2027
14 June 2027 28 June 2027
14 July 2027 28 July 2027
16 August 2027 31 August 2027
14 September 2027 28 September 2027
14 October 2027 28 October 2027
15 November 2027 29 November 2027
14 December 2027 30 December 2027
14 January 2028 28 January 2028
14 February 2028 28 February 2028
14 March 2028 28 March 2028
18 April 2028 03 May 2028
15 May 2028 30 May 2028
14 June 2028 28 June 2028
14 July 2028 28 July 2028
14 August 2028 29 August 2028
14 September 2028 28 September 2028
16 October 2028 30 October 2028
14 November 2028 28 November 2028
14 December 2028 02 January 2029
15 January 2029 29 January 2029
14 February 2029 28 February 2029
14 March 2029 28 March 2029
16 April 2029 30 April 2029
14 May 2029 29 May 2029
14 June 2029 28 June 2029
16 July 2029 30 July 2029
14 August 2029 29 August 2029
14 September 2029 28 September 2029
15 October 2029 29 October 2029
14 November 2029 28 November 2029
14 December 2029 02 January 2030
14 January 2030 28 January 2030
14 February 2030 28 February 2030
14 March 2030 28 March 2030
15 April 2030 01 May 2030
14 May 2030 29 May 2030
14 June 2030 28 June 2030
15 July 2030 29 July 2030
14 August 2030 29 August 2030
16 September 2030 30 September 2030
14 October 2030 28 October 2030
14 November 2030 28 November 2030
16 December 2030 02 January 2031
14 January 2031 28 January 2031
14 February 2031 28 February 2031
14 March 2031 28 March 2031
15 April 2031 29 April 2031
14 May 2031 29 May 2031
(t) Zero Coupon: Not Applicable
(u) Range Accrual Factor: Not Applicable
(v) Rolled Up Interest: Not Applicable
(w) Switch Option: Not Applicable
(x) Conversion Option: Not Applicable
(y) Global Floor: Not Applicable
Provisions relating to Automatic Settlement (Autocall)
16. Automatic Settlement (Autocall), Automatic Settlement (Autocall) (bearish) or Automatic Settlement (Autocall) is Applicable
Automatic Settlement (Autocall) (range):
(a) Autocall Barrier Percentage: Each percentage set out in Table 2 below in the column entitled 'Autocall
Barrier Percentage(s)'.
(b) Autocall Barrier: Not Applicable
(c) Autocall Lower Barrier: Not Applicable
(d) Autocall Upper Barrier: Not Applicable
(e) Autocall Settlement Percentage: 100.00 per cent.
(f) Autocall Valuation Date(s): Each date set out in Table 2 below in the column entitled 'Autocall Valuation
Date(s)'.
(g) Autocall Settlement Date(s): Each date set out in Table 2 below in the column entitled 'Autocall Settlement
Date(s)', each date subject to adjustment in accordance with the Business Day
Convention.
Table 2
Autocall Valuation Date(s): Autocall Settlement Date(s): Autocall Barrier Percentage:
14 May 2027 28 May 2027 105%
15 May 2028 30 May 2028 100%
14 May 2029 29 May 2029 100%
14 May 2030 29 May 2030 100%
17. Optional Early Settlement Event: General Condition 13 (Optional Early Not Applicable
Settlement)
18. Option Type: Not Applicable
Provisions relating to Final Settlement
19. TARN Early Settlement Event: General Condition 12 (TARN Early Settlement Not Applicable
Event)
20. (a) Final Settlement Type: European Barrier
(b) Settlement Method: Cash
(c) Trigger Event Type: Not Applicable
(d) Final Barrier Percentage: Not Applicable
(e) Strike Price Percentage: 100.00 per cent.
(f) Knock-in Barrier Percentage: 65.00 per cent.
(g) Knock-in Barrier Period Start Date: Not Applicable
(h) Knock-in Barrier Period End Date: Not Applicable
(i) Knock-in Event Observation Date: Not Applicable
(j) Lower Strike Price Percentage: Not Applicable
(k) Participation: Not Applicable
(l) Cap: Not Applicable
(m) Protection Level: Not Applicable
Provisions relating to Nominal Call Event
21. Nominal Call Event: Not Applicable
(a) Nominal Call Threshold Percentage: Not Applicable
Provisions relating to the Underlying Asset(s)
22. Underlying Asset:
(a) Share: Not Applicable
(b) Indices: The Indices set out in Table 3 below in the column entitled 'Index'.
(i) Exchange(s): The Exchanges set out in Table 3 below in the column entitled 'Exchange'.
(ii) Related Exchange(s): In respect of each Index, all Exchanges
(iii) Underlying Asset Currencies: The Underlying Asset Currencies set out in Table 3 below in the column
entitled 'Underlying Asset Currency'.
(iv) Bloomberg Screen(s): The Bloomberg Screens set out in Table 3 below in the column entitled
'Bloomberg Screen'.
(v) Refinitiv Screen Page(s): Not Applicable
(vi) Index Sponsor(s): The Index Sponsors set out in Table 3 below in the column entitled 'Index
Sponsor'.
(vii) Pre-nominated Index: Not Applicable
Table 3
Index: Exchange: Bloomberg Screen: Index Sponsor: Underlying Asset Currency:
FTSE 100 INDEX London Stock Exchange UKX FTSE International Limited GBP
EURO STOXX 50® Index Multi-exchange SX5E STOXX Limited EUR
(c) Inflation Index: Not Applicable
(d) Fund: Not Applicable
23. Initial Price: Relevant Price: Closing Price
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 14 May 2025
24. Final Valuation Price: The Valuation Price of the Underlying Asset 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: 14 May 2031
Provisions relating to disruption events and taxes and expenses
25. Consequences of a Disrupted Day (in respect of an Averaging Date or Lookback Not Applicable
Date):
26. Additional Disruption Event:
(a) Change in Law: Applicable as per General Condition 38.1 (Definitions)
(b) Currency Disruption Event: Applicable as per General Condition 38.1 (Definitions)
(c) Issuer Tax Event: Applicable as per General Condition 38.1 (Definitions)
(d) Extraordinary Market Disruption: Applicable as per General Condition 38.1 (Definitions)
(e) Hedging Disruption: Applicable as per General Condition 38.1 (Definitions)
(f) Increased Cost of Hedging: Not Applicable
(g) Affected Jurisdiction Hedging Disruption: Not Applicable
(h) Affected Jurisdiction Increased Cost of Hedging: Not Applicable
(i) Increased Cost of Stock Borrow: Not Applicable
(j) Loss of Stock Borrow: Not Applicable
(k) Foreign Ownership Event: Not Applicable
(l) Fund Disruption Event: Not Applicable
27. Unlawfuless and Impracticability: Limb (b) of Condition 27 of the General Conditions: Applicable
28. Early Cash Settlement Amount: Market Value
29. Early Settlement Notice Period Number: As set out in General Condition 38.1 (Definitions)
30. Unwind Costs: Applicable
31. Settlement Expenses: Not Applicable
32. FX Disruption Event: Not Applicable
33. Local Jurisdiction Taxes and Expenses: Not Applicable
General provisions
34. Form of Securities: Global Bearer Securities: Permanent Global Security
CDIs: Not Applicable
35. Trade Date: 21 March 2025
36. Taxation Gross Up: Applicable
37. 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.
38. (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
39. Business Day: As defined in General Condition 38.1 (Definitions)
40. Business Day Convention: Modified Following
41. Determination Agent: Barclays Bank PLC
42. Registrar: Not Applicable
43. CREST Agent: Not Applicable
44. Transfer Agent: Not Applicable
45. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
(c) Names and addresses of secondary trading intermediaries and main terms of Not Applicable
commitment:
46. Governing law: English law
47. Relevant Benchmark(s): 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 this 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").
Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50® which is provided by STOXX Limited (the "Administrator"). As at the
date of this Final Terms, the Administrator does not appear 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").
As far as the Issuer is aware the transitional provisions in Article 51 of the
UK Benchmarks Regulation apply, such that STOXX Limited is not currently
required to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or equivalence).
17.
Optional Early Settlement Event: General Condition 13 (Optional Early
Settlement)
Not Applicable
18.
Option Type:
Not Applicable
Provisions relating to Final Settlement
19.
TARN Early Settlement Event: General Condition 12 (TARN Early Settlement
Event)
Not Applicable
20.
(a)
Final Settlement Type:
European Barrier
(b)
Settlement Method:
Cash
(c)
Trigger Event Type:
Not Applicable
(d)
Final Barrier Percentage:
Not Applicable
(e)
Strike Price Percentage:
100.00 per cent.
(f)
Knock-in Barrier Percentage:
65.00 per cent.
(g)
Knock-in Barrier Period Start Date:
Not Applicable
(h)
Knock-in Barrier Period End Date:
Not Applicable
(i)
Knock-in Event Observation Date:
Not Applicable
(j)
Lower Strike Price Percentage:
Not Applicable
(k)
Participation:
Not Applicable
(l)
Cap:
Not Applicable
(m)
Protection Level:
Not Applicable
Provisions relating to Nominal Call Event
21.
Nominal Call Event:
Not Applicable
(a)
Nominal Call Threshold Percentage:
Not Applicable
Provisions relating to the Underlying Asset(s)
22.
Underlying Asset:
(a)
Share:
Not Applicable
(b)
Indices:
The Indices set out in Table 3 below in the column entitled 'Index'.
(i) Exchange(s):
The Exchanges set out in Table 3 below in the column entitled 'Exchange'.
(ii) Related Exchange(s):
In respect of each Index, all Exchanges
(iii) Underlying Asset Currencies:
The Underlying Asset Currencies set out in Table 3 below in the column
entitled 'Underlying Asset Currency'.
(iv) Bloomberg Screen(s):
The Bloomberg Screens set out in Table 3 below in the column entitled
'Bloomberg Screen'.
(v) Refinitiv Screen Page(s):
Not Applicable
(vi) Index Sponsor(s):
The Index Sponsors set out in Table 3 below in the column entitled 'Index
Sponsor'.
(vii) Pre-nominated Index:
Not Applicable
Table 3
Index: Exchange: Bloomberg Screen: Index Sponsor: Underlying Asset Currency:
FTSE 100 INDEX London Stock Exchange UKX FTSE International Limited GBP
EURO STOXX 50® Index Multi-exchange SX5E STOXX Limited EUR
(c)
Inflation Index:
Not Applicable
(d)
Fund:
Not Applicable
23.
Initial Price:
Relevant Price: Closing Price
(a)
Averaging-in:
Not Applicable
(b)
Min Lookback-in:
Not Applicable
(c)
Max Lookback-in:
Not Applicable
(d)
Initial Valuation Date:
14 May 2025
24.
Final Valuation Price:
The Valuation Price of the Underlying Asset 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:
14 May 2031
Provisions relating to disruption events and taxes and expenses
25.
Consequences of a Disrupted Day (in respect of an Averaging Date or Lookback
Date):
Not Applicable
26.
Additional Disruption Event:
(a)
Change in Law:
Applicable as per General Condition 38.1 (Definitions)
(b)
Currency Disruption Event:
Applicable as per General Condition 38.1 (Definitions)
(c)
Issuer Tax Event:
Applicable as per General Condition 38.1 (Definitions)
(d)
Extraordinary Market Disruption:
Applicable as per General Condition 38.1 (Definitions)
(e)
Hedging Disruption:
Applicable as per General Condition 38.1 (Definitions)
(f)
Increased Cost of Hedging:
Not Applicable
(g)
Affected Jurisdiction Hedging Disruption:
Not Applicable
(h)
Affected Jurisdiction Increased Cost of Hedging:
Not Applicable
(i)
Increased Cost of Stock Borrow:
Not Applicable
(j)
Loss of Stock Borrow:
Not Applicable
(k)
Foreign Ownership Event:
Not Applicable
(l)
Fund Disruption Event:
Not Applicable
27.
Unlawfuless and Impracticability:
Limb (b) of Condition 27 of the General Conditions: Applicable
28.
Early Cash Settlement Amount:
Market Value
29.
Early Settlement Notice Period Number:
As set out in General Condition 38.1 (Definitions)
30.
Unwind Costs:
Applicable
31.
Settlement Expenses:
Not Applicable
32.
FX Disruption Event:
Not Applicable
33.
Local Jurisdiction Taxes and Expenses:
Not Applicable
General provisions
34.
Form of Securities:
Global Bearer Securities: Permanent Global Security
CDIs: Not Applicable
35.
Trade Date:
21 March 2025
36.
Taxation Gross Up:
Applicable
37.
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.
38.
(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
39.
Business Day:
As defined in General Condition 38.1 (Definitions)
40.
Business Day Convention:
Modified Following
41.
Determination Agent:
Barclays Bank PLC
42.
Registrar:
Not Applicable
43.
CREST Agent:
Not Applicable
44.
Transfer Agent:
Not Applicable
45.
(a)
Names of Manager:
Barclays Bank PLC
(b)
Date of underwriting agreement:
Not Applicable
(c)
Names and addresses of secondary trading intermediaries and main terms of
commitment:
Not Applicable
46.
Governing law:
English law
47.
Relevant Benchmark(s):
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 this 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").
Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50® which is provided by STOXX Limited (the "Administrator"). As at the
date of this Final Terms, the Administrator does not appear 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").
As far as the Issuer is aware the transitional provisions in Article 51 of the
UK Benchmarks Regulation apply, such that STOXX Limited is not currently
required to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or equivalence).
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 with effect from the Issue Date.
(b) Estimate of total expenses related to admission to trading: GBP 350
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 as discussed in risk factor
6 (RISKS ASSOCIATED WITH CONFLICTS OF INTEREST AND DISCRETIONARY POWERS OF THE
ISSUER AND THE DETERMINATION AGENT), 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: General funding
(b) Use of proceeds: Not Applicable
(c) Estimated net proceeds: GBP 3,000,000
(d) Estimated total expenses: Not Applicable
5. YIELD
Not Applicable
6. PERFORMANCE OF UNDERLYING ASSETS, AND OTHER INFORMATION CONCERNING THE
UNDERLYING ASSETS
Bloomberg Screen in respect of FTSE 100 Index: UKX Index and in
respect of EURO STOXX 50® Index: SX5E Index
Index Disclaimer: FTSE® 100 Index, EURO STOXX 50® Index. See the Annex
hereto
7. POST-ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with respect to the
Underlying Asset, unless required to do so by applicable law or regulation.
8. OPERATIONAL INFORMATION
(a) ISIN: XS2912734758
(b) Common Code: 291273475
(c) Relevant Clearing System(s) and the relevant Euroclear, Clearstream
identification number(s):
(f) Delivery: Delivery free of payment.
(g) Name and address of additional Paying Agent(s): Not Applicable
9. TERMS AND CONDITIONS OF THE OFFER
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
(d) immediately below) subject to the conditions set out in the Base
Prospectus and in (e) immediately below.
(b) Name(s) and address(es), to the extent known to the Each financial intermediary specified in (i) and (ii) below:
Issuer, of the placers in the various countries where the offer takes place
(together the "Authorised Offeror(s)"): (i) Specific consent: Meteor Asset Management Limited
(the "Initial Authorised Offeror(s)") and each financial intermediary
expressly named as an Authorised Offeror on the Issuer's website
(https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-final-terms);
and
(ii) General consent: Not Applicable
(d) Offer period for which use of the Base Prospectus is From and including 28 March 2025 to and including 14 May 2025, can be closed
authorised by the Authorised Offeror(s) (the "Offer Period)"): earlier or extended at discretion of the Issuer due to market circumstances.
(e) Other conditions for use of the Base Prospectus by the Not Applicable
Authorised Offeror(s):
Other terms and conditions of the offer
(a) Offer Price: The Issue Price
(b) Total amount of offer: GBP 3,000,000
(c) Conditions to which the offer is subject: In the event that during the Offer Period, the requests exceed the amount of
the offer to prospective investors, the Issuer will proceed to early terminate
the Offer Period and will immediately suspend the acceptances of further
requests.
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.
The effectiveness of the offer is subject to the adoption of the resolution of
admission to trading of the Securities on London Stock Exchange on or around
the Issue Date. As such, the Issuer undertakes to file the application for the
Securities to be admitted to trading on the London Stock Exchange in time for
the adoption of such resolution.
(d) Time period, including any possible amendments, during The Offer Period
which the offer will be 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
and the Channel Islands (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 The minimum and maximum amount of application from the Authorised Offeror will
application: be notified to investors by the Authorised Offeror.
(g) Description of possibility to reduce subscriptions and Not Applicable
manner for refunding excess amount paid by applicants:
(h) Details of method and time limits for paying up and Investors will be notified by the Authorised Offeror of their allocations of
delivering the Securities: Securities and the settlement arrangements in respect thereof.
(i) Manner in and date on which results of the offer are Investors will be notified by the Authorised Offeror of their allocations of
to be made public: Securities and the settlement arrangements in respect thereof.
(j) Procedure for exercise of any right of pre-emption, Not Applicable
negotiability of subscription rights and treatment of subscription rights not
exercised:
(k) Whether tranche(s) have been reserved for certain Not Applicable
countries:
(l) Process for notification to applicants of the amount Applicants will be notified directly by the Authorised Offeror of the success
allotted and indication whether dealing may begin before notification is made: of their application. No dealings in the Securities may take place prior to
the Issue Date.
(m) Amount of any expenses and taxes specifically charged to Prior to making any investment decision, investors should seek independent
the subscriber or purchaser: professional advice as they deem necessary.
(n) Name(s) and address(es), to the extent known to the Meteor Asset Management Limited
Issuer, of the placers in the various countries where the offer takes place:
24/25 The Shard,
32 London Bridge Street,
London SE1 9SG
United Kingdom
LEI: 2138008UN4KBVG2LGA27
ANNEX - INDEX DISCLAIMERS
FTSE 100 (the "Index")
The Securities are not in any way sponsored, endorsed, sold or promoted by
FTSE International Limited ("FTSE") or the London Stock Exchange Group
companies ("LSEG") (together the "Licensor Parties") and none of the Licensor
Parties make any claim, prediction, warranty or representation whatsoever,
expressly or impliedly, either as to (i) the results to be obtained from the
use of the FTSE 100 INDEX (the "Index") (upon which the Securities based),
(ii) the figure at which the Index is said to stand at any particular time on
any particular day or otherwise, or (iii) the suitability of the Index for the
purpose to which it is being put in connection with the Securities.
None of the Licensor Parties have provided or will provide any financial or
investment advice or recommendation in relation to the Index to Barclays Bank
PLC or to its clients. The Index is calculated by FTSE or its agent. None of
the Licensor Parties shall be (a) liable (whether in negligence or otherwise)
to any person for any error in the Index or (b) under any obligation to advise
any person of any error therein. All rights in the Index vest in FTSE.
"FTSE®" is a trade mark of LSEG and is used by FTSE under licence.
EURO STOXX® 50 Index (the "Index")
The Index is the intellectual property (including registered trademarks) of
STOXX Limited, Zurich, Switzerland ("STOXX"), Deutsche Börse Group or their
licensors, which is used under license. The Securities are neither sponsored
nor promoted, distributed or in any other manner supported by STOXX, Deutsche
Börse Group or their licensors, research partners or data providers and
STOXX, Deutsche Börse Group and their licensors, research partners or data
providers do not give any warranty, and exclude any liability (whether in
negligence or otherwise) with respect thereto generally or specifically in
relation to any errors, omissions or interruptions in the Index or its data.
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. 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 3,000,000 Securities due May 2031 pursuant to the Global
Structured Securities Programme (ISIN: XS2912734758) (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
Limited with its address at 24/25 The Shard, 32 London Bridge Street, London
SE1 9SG, United Kingdom (telephone number: +44 (0)20 7904 1010) and its LEI is
2138008UN4KBVG2LGA27.
Competent authority: The Base Prospectus was approved on 15 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 Officer 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 195,054 185,247
cost...........................................
Deposits at amortised 319,376 301,798
cost.....................................................................................
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 capital 18.1 19.2
.............................................................................................
UK leverage ratio (BBPLC 5.8 6.0
sub-consolidated)(1,2)........................................................
(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, pandemics and similar
events, although not detailed below, could have a similar impact on the
Barclays Bank Group.
• Material existing and emerging risks potentially impacting
more than one principal risk: In addition to material and emerging risks
impacting the principal risks set out below, there are also material existing
and emerging risks that potentially impact more than one of these principal
risks. These risks are: (i) 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 will be in the form of notes and will be uniquely identified
by: Series number: NX00463221; Tranche number: 1; ISIN: XS2912734758; Common
Code: 291273475.
The Securities will be cleared and settled through Euroclear Bank S.A./N.V.
and/or Clearstream Banking société anonyme.
Currency, specified denomination, issue size and term of the Securities
The Securities will be issued in Pounds sterling ("GBP") (the "Issue
Currency") and settled in the same currency (the "Settlement Currency"). The
Securities are tradable in nominal and the specified denomination per Security
is GBP 1. The issue size is GBP 3,000,000 (the "Aggregate Nominal Amount").
The issue price is 100.00% of the Specified Denomination.
The issue date is 29 May 2025 (the "Issue Date"). Subject to early
termination, the Securities are scheduled to redeem on 29 May 2031 (the
"Scheduled Settlement Date").
Rights attached to the Securities
Potential return: The Securities will give each holder of Securities the right
to receive potential return on the Securities, together with certain ancillary
rights such as the right to receive notice of certain determinations and
events and the right to vote on some (but not all) amendments to the terms and
conditions of the Securities. The potential return will be in the forms of:
(i) one or more Interest Amounts, (ii) an Autocall Cash Settlement Amount,
and/or (iii) a Final Cash Settlement Amount, provided that if the Securities
are early terminated, the potential return may be in the form of an Early Cash
Settlement Amount instead.
Taxation: All payments in respect of the Securities shall be made without
withholding or deduction for or on account of any UK taxes unless such
withholding or deduction is required by law. In the event that any such
withholding or deduction is required by law, the Issuer will, save in limited
circumstances, be required to pay additional amounts to cover the amounts so
withheld or deducted.
Events of default: If the Issuer fails to make any payment due under the
Securities or breaches any other term and condition of the Securities in a way
that is materially prejudicial to the interests of the holders (and such
failure is not remedied within 30 calendar days, or, any interest, has not
been paid within 14 calendar days of the due date), or the Issuer is subject
to a winding-up order, then (subject, in the case of interest, to the Issuer
being prevented from payment for a mandatory provision of law) the Securities
will become immediately due and payable, upon notice being given by the
holder.
Limitations on rights
Early settlement following certain disruption events or due to unlawfulness or
impracticability: The Issuer may redeem the Securities prior to their
Scheduled Settlement Date following the occurrence of certain disruption
events or extraordinary events concerning the Issuer, its hedging
arrangements, the Underlying Asset(s), taxation or the relevant currency of
the Securities, or if it determines an unlawfulness or impracticability event
has occurred. In such case, investors will receive an "Early Cash Settlement
Amount" equal to the fair market value of the Securities prior to their
redemption.
Certain additional limitations:
· Notwithstanding that the Securities are linked to the
performance of the Underlying Asset(s), holders do not have any rights in
respect of the Underlying Asset(s).
· The terms and conditions of the Securities permit the Issuer
and the Determination Agent (as the case may be), on the occurrence of certain
events and in certain circumstances, without the holders' consent, to make
adjustments to the terms and conditions of the Securities, to redeem the
Securities prior to maturity, to postpone or obtain alternative valuation of
the Underlying Asset(s) or to postpone scheduled payments under the
Securities, to change the currency in which the Securities are denominated, to
substitute the Underlying Asset(s), to substitute the Issuer with another
permitted entity subject to certain conditions, and to take certain other
actions with regard to the Securities and the Underlying Asset(s).
· The Securities contain provisions for calling meetings of
holders to consider matters affecting their interests generally and these
provisions permit defined majorities to bind all holders, including holders
who did not attend and vote at the relevant meeting and holders who voted in a
manner contrary to the majority.
Governing law
The Securities will be governed by English law and the rights thereunder will
be construed accordingly.
Description of the calculation of potential return on the Securities
Underlying Assets: The return on, and value of, Securities will be linked to
the performance of one or more specified equity indices, shares, depository
receipts, exchange traded funds, mutual funds, other indices (of one or more
types of component assets) sponsored by Barclays Bank PLC (a "Barclays
Index"), reference rate used to determine an interest rate, an inflation
index, or a combination of these. The underlying assets for the Securities
are: FTSE 100 Index and EURO STOXX 50® Index (each, an "Underlying Asset").
Calculation Amount: Calculations in respect of amounts payable under the
Securities are made by reference to the "Calculation Amount", being GBP 1 per
Security. Where the Calculation Amount is different from the specified
denomination of the Securities, the amount payable will be scaled accordingly.
Indicative amounts: If the Securities are being offered by way of a Public
Offer and any specified product values are not fixed or determined at the
commencement of the Public Offer (including any amount, level, percentage,
price, rate or other value in relation to the terms of the Securities which
has not been fixed or determined by the commencement of the Public Offer),
these specified product values will specify an indicative amount, indicative
minimum amount, an indicative maximum amount or any combination thereof. In
such case, the relevant specified product value(s) shall be the value
determined based on market conditions by the Issuer on or around the end of
the Public Offer. Notice of the relevant specified product value will be
published prior to the Issue Date.
Determination Agent: Barclays Bank PLC will be appointed to make calculations
and determinations with respect to the Securities.
__________________
A - Interest
During the term of the Securities, the Securities pay Phoenix without memory
interest.
Phoenix without memory interest: Each Security will only pay interest in
respect of an Interest Valuation Date if the closing level of the Underlying
Asset on such Interest Valuation Date is greater than or equal to its
corresponding Interest Barrier (being 80.00% of the Initial Price). If this
occurs, the amount of interest payable with respect to that Interest Valuation
Date is calculated by multiplying the fixed rate of 0.6675% by the Calculation
Amount.Interest will be payable on the corresponding Interest Payment Date set
out in the table below. Each Interest Valuation Date and Interest Barrier is
as follows:
i Interest Valuation Date Interest Payment Date i Interest Valuation Date Interest Payment Date
1 16 June 2025 30 June 2025 37 14 June 2028 28 June 2028
2 14 July 2025 28 July 2025 38 14 July 2028 28 July 2028
3 14 August 2025 29 August 2025 39 14 August 2028 29 August 2028
4 15 September 2025 29 September 2025 40 14 September 2028 28 September 2028
5 14 October 2025 28 October 2025 41 16 October 2028 30 October 2028
6 14 November 2025 28 November 2025 42 14 November 2028 28 November 2028
7 15 December 2025 31 December 2025 43 14 December 2028 02 January 2029
8 14 January 2026 28 January 2026 44 15 January 2029 29 January 2029
9 16 February 2026 02 March 2026 45 14 February 2029 28 February 2029
10 16 March 2026 30 March 2026 46 14 March 2029 28 March 2029
11 14 April 2026 28 April 2026 47 16 April 2029 30 April 2029
12 14 May 2026 29 May 2026 48 14 May 2029 29 May 2029
13 15 June 2026 29 June 2026 49 14 June 2029 28 June 2029
14 14 July 2026 28 July 2026 50 16 July 2029 30 July 2029
15 14 August 2026 28 August 2026 51 14 August 2029 29 August 2029
16 14 September 2026 28 September 2026 52 14 September 2029 28 September 2029
17 14 October 2026 28 October 2026 53 15 October 2029 29 October 2029
18 16 November 2026 30 November 2026 54 14 November 2029 28 November 2029
19 14 December 2026 30 December 2026 55 14 December 2029 02 January 2030
20 14 January 2027 28 January 2027 56 14 January 2030 28 January 2030
21 15 February 2027 01 March 2027 57 14 February 2030 28 February 2030
22 15 March 2027 31 March 2027 58 14 March 2030 28 March 2030
23 14 April 2027 28 April 2027 59 15 April 2030 01 May 2030
24 14 May 2027 28 May 2027 60 14 May 2030 29 May 2030
25 14 June 2027 28 June 2027 61 14 June 2030 28 June 2030
26 14 July 2027 28 July 2027 62 15 July 2030 29 July 2030
27 16 August 2027 31 August 2027 63 14 August 2030 29 August 2030
28 14 September 2027 28 September 2027 64 16 September 2030 30 September 2030
29 14 October 2027 28 October 2027 65 14 October 2030 28 October 2030
30 15 November 2027 29 November 2027 66 14 November 2030 28 November 2030
31 14 December 2027 30 December 2027 67 16 December 2030 02 January 2031
32 14 January 2028 28 January 2028 68 14 January 2031 28 January 2031
33 14 February 2028 28 February 2028 69 14 February 2031 28 February 2031
34 14 March 2028 28 March 2028 70 14 March 2031 28 March 2031
35 18 April 2028 03 May 2028 71 15 April 2031 29 April 2031
36 15 May 2028 30 May 2028 72 14 May 2031 29 May 2031
_____________________
B- Automatic Settlement (Autocall)
The Securities will automatically redeem prior to their Scheduled Settlement
Date if the closing level of every Underlying Asset is at or above its
corresponding Autocall Barrier on any Autocall Valuation Date (an "Automatic
Settlement (Autocall) Event"). If this occurs, you will receive a cash payment
equal to the nominal amount of your Securities payable on the Autocall
Settlement Date corresponding to such Autocall Valuation DateEach Autocall
Valuation Date and the corresponding Autocall Barrier is as follows:
Autocall Valuation Date(s): Autocall Barrier Percentage: Autocall Settlement Date(s):
14 May 2027 105% 28 May 2027
15 May 2028 100% 30 May 2028
14 May 2029 100% 29 May 2029
14 May 2030 100% 29 May 2030
_____________________
C - Final Settlement
If the Securities have not redeemed early they will redeem on the Scheduled
Settlement Date at an amount that is dependent on each of the following:
· the 'Initial Price' of the Worst Performing Underlying Asset,
which reflects the level of that asset near the issue date of the Securities;
· the 'Final Valuation Price' of the Worst Performing
Underlying Asset, which reflects the level of that asset near the Scheduled
Settlement Date;
· the 'Strike Price' of the Worst Performing Underlying Asset,
which is calculated as 100.00% multiplied by the Initial Price of that asset;
and
· the 'Knock-in Barrier Price' of the Worst Performing
Underlying Asset, which is calculated as 65.00% multiplied by the Initial
Price of that asset.
Initial Price: The Initial Price of each Underlying Asset is the closing level
of such Underlying Asset on 14 May 2025.
Final Valuation Price: The Final Valuation Price of each Underlying Asset is
the closing level of such Underlying Asset on 14 May 2031 (the "Final
Valuation Date).
Worst Performing Underlying Asset: The Knock-in Barrier Price, Initial Price,
Final Valuation Price and Strike Price to be considered for the purposes of
determining the final redemption amount will be the Knock-in Barrier Price,
Initial Price, Final Valuation Price or Strike Price of the Underlying Asset
with the lowest Performance. The 'Performance' of each Underlying Asset is
calculated by dividing the Final Valuation Price of an asset by its Initial
Price.
European Barrier settlement: If the Final Valuation Price is greater than or
equal to the Knock-in Barrier Price, you will receive a cash amount per
Calculation Amount equal to GBP 1.
Otherwise: you will receive a cash amount per Calculation Amount, calculated
by dividing the Final Valuation Price by the Strike Price and multiplying the
result by the Calculation Amount.
Status of the Securities
The Securities are direct, unsubordinated and unsecured obligations of the
Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities
The Securities are offered and sold outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act and must comply
with transfer restrictions with respect to the United States. Securities held
in a clearing system will be transferred in accordance with the rules,
procedures and regulations of that clearing system. Subject to the foregoing,
the Securities will be freely transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf) for the
Securities to be admitted to trading on the regulated market of the London
Stock Exchange.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
· You may lose some or all of your investment in the
Securities: Investors are exposed to the credit risk of Barclays Bank PLC. 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 or deliveries to be made by Barclays Bank PLC as 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. The terms
of the Securities do not provide for a scheduled minimum payment at maturity
and as such, depending on the performance of the Underlying Asset(s), you may
lose some or all of your investment. You may also lose some or all of your
investment if: (a) you sell your Securities before their scheduled maturity;
(b) your Securities are early redeemed in certain extraordinary circumstances;
or (c) the terms and conditions of your Securities are adjusted such that the
amount payable or property deliverable to you is less than your initial
investment.
· There are risks associated with the valuation, liquidity and
offering of the Securities: The market value of your Securities may be
significantly lower than the issue price since the issue price may take into
account the Issuer's and/or distributor's profit margin and costs in addition
to the fair market value of the Securities. The market value of your
Securities may be affected by the volatility, level, value or price of the
Underlying Asset(s) at the relevant time, changes in interest rates, the
Issuer's financial condition and credit ratings, the supply of and demand for
the Securities, the time remaining until the maturity of the Securities and
other factors. The price, if any, at which you will be able to sell your
Securities prior to maturity may be substantially less than the amount you
originally invested. Your Securities may not have an active trading market and
the Issuer may not be under any obligation to make a market or repurchase the
Securities prior to redemption. The Issuer may withdraw the public offer at
any time. In such case, where you have already paid or delivered subscription
monies for the relevant Securities, you will be entitled to reimbursement of
such amounts, but will not receive any remuneration that may have accrued in
the period between their payment or delivery of subscription monies and the
reimbursement of the Securities.
· You are subject to risks associated with the determination of
amounts payable under the Securities:
The Securities bear interest at a rate that is contingent upon the performance
of the Underlying Asset and may vary from one Interest Payment Date to the
next. You may not receive any interest payments if the Underlying Asset do not
perform as anticipated.
The Final Cash Settlement Amount is based on the performance of the Underlying
Asset(s) as at the final valuation date only (rather than in respect of
multiple periods throughout the term of the Securities). This means you may
not benefit from any movement in level of the Underlying Asset(s) during the
term of the Securities that is not maintained in the final performance as at
the final valuation date.
You are exposed to the performance of every Underlying Asset. Irrespective of
how the other Underlying Assets perform, if any one or more Underlying Assets
fail to meet a relevant threshold or barrier for the payment of interest or
the calculation of any redemption amount, you might receive no interest
payments and/or could lose some or all of your initial investment.
The calculation of amount payable depends on the level, value or price of the
Underlying Asset(s) reaching or crossing a 'barrier' during a specified period
or specified dates during the term of the Securities. This means you may
receive less (or, in certain cases, more) if the level, value or price of the
Underlying Asset(s) crosses or reaches (as applicable) a barrier, than if it
comes close to the barrier but does not reach or cross it (as applicable), and
in certain cases you might receive no interest payments and/or could lose some
or all of your investment.
· Your Securities are subject to adjustments and early
redemption: Pursuant to the terms and conditions of the Securities, following
the occurrence of certain disruption events or extraordinary events concerning
the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the
relevant currency of the Securities, the Determination Agent or the Issuer may
take a number of remedial actions, including estimating the level of the
Underlying Asset, substituting the Underlying Asset, and making adjustments to
the terms and conditions of the Securities. Any of such remedial action may
change the economic characteristics of the Securities and have a material
adverse effect on the value of and return on the Securities. If no remedial
action can be taken, or it is determined that an unlawfulness or
impracticability event has occurred, the Issuer may early redeem the
Securities by payment of an Early Cash Settlement Amount. If early redemption
occurs, you may lose some or all of your investment because the Early Cash
Settlement Amount may be lower than the price at which you purchase the
Securities, or may even be zero. You will also lose the opportunity to
participate in any subsequent positive performance of the Underlying Asset(s)
and be unable to realise any potential gains in the value of the Securities.
You may not be able to reinvest the proceeds from an investment at a
comparable return and/or with a comparable interest rate for a similar level
of risk.
· Risks relating to Securities linked to the Underlying Asset:
The return payable on the Securities is linked to the change in value of the
Underlying Asset over the life of the Securities. Any information about the
past performance of any Underlying Asset should not be taken as an indication
of how prices will change in the future. You will not have any rights of
ownership, including, without limitation, any voting rights or rights to
receive dividends, in respect of any Underlying Asset.
· Risks relating to Underlying Asset(s) that are equity
indices: Equity indices are composed of a synthetic portfolio of shares and
provide investment diversification opportunities, but will be subject to the
risk of fluctuations in both equity prices and the value and volatility of the
relevant equity index. The Securities are linked to equity indices, and as
such may not participate in dividends or any other distributions paid on the
shares which make up such indices. Accordingly, you may receive a lower return
on the Securities than you would have received if you had invested directly in
those shares. The index sponsor can add, delete or substitute the components
of an equity index at its discretion, and may also alter the methodology used
to calculate the level of such index. These events may have a detrimental
impact on the level of that index, which in turn could have a negative impact
on the value of and return on the Securities.
· The Underlying Asset(s) are 'benchmarks' for the purposes of
the UK Benchmarks Regulation (Regulation (EU) 2016/1011 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as
amended)): Pursuant to the UK Benchmarks Regulation, an Underlying Asset may
not be used in certain ways by a UK supervised entity after 31 December 2025
if its administrator does not obtain authorisation or registration (or, if a
non-UK entity, does not satisfy the "equivalence" conditions and is not
"recognised" pending an equivalence decision or is not "endorsed" by a UK
supervised entity). If this happens, a disruption event will occur and the
Securities may be early redeemed. Further, the methodology or other terms of
an Underlying Asset could be changed in order to comply with the requirements
of the UK Benchmarks Regulation, and such changes could reduce or increase the
level or affect the volatility of the published level of such Underlying
Asset, which may in turn lead to adjustments to the terms of the Securities or
early redemption.
· Taxation risks: The levels and basis of taxation on the
Securities and any reliefs for such taxation will depend on your individual
circumstances and could change at any time over the life of the Securities.
This could have adverse consequences for you and you should therefore consult
your own tax advisers as to the tax consequences to you of transactions
involving the Securities.
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 and Channel
Islands during the period from (and including) 28 March 2025 to (and
including) 14 May 2025 (the "Offer Period") and such offer is subject to the
following conditions:
· Offer Price: The Issue Pric
· Conditions to which the offer is subject: In the event that
during the Offer Period, the requests exceed the amount of the offer to
prospective investors, the Issuer will proceed to early terminate the Offer
Period and will immediately suspend the acceptances of further requests.
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.
The effectiveness of the offer is subject to the adoption of the resolution of
admission to trading of the Securities on London Stock Exchange on or around
the Issue Date. As such, the Issuer undertakes to file the application for the
Securities to be admitted to trading on the London Stock Exchange in time for
the adoption of such resolution.
· Description of the application process: An offer of the
Securities other than pursuant to section 86 of the FSMA may be made by
Barclays Bank PLC (the "Manager") or the Authorised Offeror in the United
Kingdom and the Channel Islands (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
· Procedure for exercise of any right of pre-emption,
negotiability of subscription rights and treatment of subscription rights not
exercised: Not Applicable
· Categories of holders to which the Securities are offered and
whether Tranche(s) have been reserved for certain countries: Offers may be
made through the Authorised Offeror in the Public Offer Jurisdiction to any
person.
· 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.
· Name(s) and address(es), to the extent known to the Issuer, of
the placers in the various countries where the offer takes place: the
Authorised Offeror
Estimated total expenses of the issue and/or offer including expenses charged
to investor by Issuer/Offeror
The estimated total expenses of the issue and/or offer are GBP 350.
Not Applicable: no expenses will be charged to the holder by the Issuer or the
offeror.
Who is the offeror and/or the person asking for admission to trading?
See the item entitled "The Authorised Offeror(s)" above.
The Manager is the entity offering and requesting for admission to trading of
the Securities.
Why is the Prospectus being produced?
Use and estimated net amount of proceeds
The net proceeds from each issue of Securities will be applied by the Issuer
for its general corporate purposes, which include making a profit and/or
hedging certain risks.
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 Asset 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 no more
than 1.40% of the Issue Price. Any Authorised Offeror and its affiliates may
engage, and may in the future engage, in hedging transactions with respect to
the Underlying Asset.
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 195,054 185,247
cost...........................................
Deposits at amortised 319,376 301,798
cost.....................................................................................
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 capital 18.1 19.2
.............................................................................................
UK leverage ratio (BBPLC 5.8 6.0
sub-consolidated)(1,2)........................................................
(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, pandemics and similar
events, although not detailed below, could have a similar impact on the
Barclays Bank Group.
• Material existing and emerging risks potentially impacting
more than one principal risk: In addition to material and emerging risks
impacting the principal risks set out below, there are also material existing
and emerging risks that potentially impact more than one of these principal
risks. These risks are: (i) 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 will be in the form of notes and will be uniquely identified
by: Series number: NX00463221; Tranche number: 1; ISIN: XS2912734758; Common
Code: 291273475.
The Securities will be cleared and settled through Euroclear Bank S.A./N.V.
and/or Clearstream Banking société anonyme.
Currency, specified denomination, issue size and term of the Securities
The Securities will be issued in Pounds sterling ("GBP") (the "Issue
Currency") and settled in the same currency (the "Settlement Currency"). The
Securities are tradable in nominal and the specified denomination per Security
is GBP 1. The issue size is GBP 3,000,000 (the "Aggregate Nominal Amount").
The issue price is 100.00% of the Specified Denomination.
The issue date is 29 May 2025 (the "Issue Date"). Subject to early
termination, the Securities are scheduled to redeem on 29 May 2031 (the
"Scheduled Settlement Date").
Rights attached to the Securities
Potential return: The Securities will give each holder of Securities the right
to receive potential return on the Securities, together with certain ancillary
rights such as the right to receive notice of certain determinations and
events and the right to vote on some (but not all) amendments to the terms and
conditions of the Securities. The potential return will be in the forms of:
(i) one or more Interest Amounts, (ii) an Autocall Cash Settlement Amount,
and/or (iii) a Final Cash Settlement Amount, provided that if the Securities
are early terminated, the potential return may be in the form of an Early Cash
Settlement Amount instead.
Taxation: All payments in respect of the Securities shall be made without
withholding or deduction for or on account of any UK taxes unless such
withholding or deduction is required by law. In the event that any such
withholding or deduction is required by law, the Issuer will, save in limited
circumstances, be required to pay additional amounts to cover the amounts so
withheld or deducted.
Events of default: If the Issuer fails to make any payment due under the
Securities or breaches any other term and condition of the Securities in a way
that is materially prejudicial to the interests of the holders (and such
failure is not remedied within 30 calendar days, or, any interest, has not
been paid within 14 calendar days of the due date), or the Issuer is subject
to a winding-up order, then (subject, in the case of interest, to the Issuer
being prevented from payment for a mandatory provision of law) the Securities
will become immediately due and payable, upon notice being given by the
holder.
Limitations on rights
Early settlement following certain disruption events or due to unlawfulness or
impracticability: The Issuer may redeem the Securities prior to their
Scheduled Settlement Date following the occurrence of certain disruption
events or extraordinary events concerning the Issuer, its hedging
arrangements, the Underlying Asset(s), taxation or the relevant currency of
the Securities, or if it determines an unlawfulness or impracticability event
has occurred. In such case, investors will receive an "Early Cash Settlement
Amount" equal to the fair market value of the Securities prior to their
redemption.
Certain additional limitations:
· Notwithstanding that the Securities are linked to the
performance of the Underlying Asset(s), holders do not have any rights in
respect of the Underlying Asset(s).
· The terms and conditions of the Securities permit the Issuer
and the Determination Agent (as the case may be), on the occurrence of certain
events and in certain circumstances, without the holders' consent, to make
adjustments to the terms and conditions of the Securities, to redeem the
Securities prior to maturity, to postpone or obtain alternative valuation of
the Underlying Asset(s) or to postpone scheduled payments under the
Securities, to change the currency in which the Securities are denominated, to
substitute the Underlying Asset(s), to substitute the Issuer with another
permitted entity subject to certain conditions, and to take certain other
actions with regard to the Securities and the Underlying Asset(s).
· The Securities contain provisions for calling meetings of
holders to consider matters affecting their interests generally and these
provisions permit defined majorities to bind all holders, including holders
who did not attend and vote at the relevant meeting and holders who voted in a
manner contrary to the majority.
Governing law
The Securities will be governed by English law and the rights thereunder will
be construed accordingly.
Description of the calculation of potential return on the Securities
Underlying Assets: The return on, and value of, Securities will be linked to
the performance of one or more specified equity indices, shares, depository
receipts, exchange traded funds, mutual funds, other indices (of one or more
types of component assets) sponsored by Barclays Bank PLC (a "Barclays
Index"), reference rate used to determine an interest rate, an inflation
index, or a combination of these. The underlying assets for the Securities
are: FTSE 100 Index and EURO STOXX 50® Index (each, an "Underlying Asset").
Calculation Amount: Calculations in respect of amounts payable under the
Securities are made by reference to the "Calculation Amount", being GBP 1 per
Security. Where the Calculation Amount is different from the specified
denomination of the Securities, the amount payable will be scaled accordingly.
Indicative amounts: If the Securities are being offered by way of a Public
Offer and any specified product values are not fixed or determined at the
commencement of the Public Offer (including any amount, level, percentage,
price, rate or other value in relation to the terms of the Securities which
has not been fixed or determined by the commencement of the Public Offer),
these specified product values will specify an indicative amount, indicative
minimum amount, an indicative maximum amount or any combination thereof. In
such case, the relevant specified product value(s) shall be the value
determined based on market conditions by the Issuer on or around the end of
the Public Offer. Notice of the relevant specified product value will be
published prior to the Issue Date.
Determination Agent: Barclays Bank PLC will be appointed to make calculations
and determinations with respect to the Securities.
__________________
A - Interest
During the term of the Securities, the Securities pay Phoenix without memory
interest.
Phoenix without memory interest: Each Security will only pay interest in
respect of an Interest Valuation Date if the closing level of the Underlying
Asset on such Interest Valuation Date is greater than or equal to its
corresponding Interest Barrier (being 80.00% of the Initial Price). If this
occurs, the amount of interest payable with respect to that Interest Valuation
Date is calculated by multiplying the fixed rate of 0.6675% by the Calculation
Amount.Interest will be payable on the corresponding Interest Payment Date set
out in the table below. Each Interest Valuation Date and Interest Barrier is
as follows:
i Interest Valuation Date Interest Payment Date i Interest Valuation Date Interest Payment Date
1 16 June 2025 30 June 2025 37 14 June 2028 28 June 2028
2 14 July 2025 28 July 2025 38 14 July 2028 28 July 2028
3 14 August 2025 29 August 2025 39 14 August 2028 29 August 2028
4 15 September 2025 29 September 2025 40 14 September 2028 28 September 2028
5 14 October 2025 28 October 2025 41 16 October 2028 30 October 2028
6 14 November 2025 28 November 2025 42 14 November 2028 28 November 2028
7 15 December 2025 31 December 2025 43 14 December 2028 02 January 2029
8 14 January 2026 28 January 2026 44 15 January 2029 29 January 2029
9 16 February 2026 02 March 2026 45 14 February 2029 28 February 2029
10 16 March 2026 30 March 2026 46 14 March 2029 28 March 2029
11 14 April 2026 28 April 2026 47 16 April 2029 30 April 2029
12 14 May 2026 29 May 2026 48 14 May 2029 29 May 2029
13 15 June 2026 29 June 2026 49 14 June 2029 28 June 2029
14 14 July 2026 28 July 2026 50 16 July 2029 30 July 2029
15 14 August 2026 28 August 2026 51 14 August 2029 29 August 2029
16 14 September 2026 28 September 2026 52 14 September 2029 28 September 2029
17 14 October 2026 28 October 2026 53 15 October 2029 29 October 2029
18 16 November 2026 30 November 2026 54 14 November 2029 28 November 2029
19 14 December 2026 30 December 2026 55 14 December 2029 02 January 2030
20 14 January 2027 28 January 2027 56 14 January 2030 28 January 2030
21 15 February 2027 01 March 2027 57 14 February 2030 28 February 2030
22 15 March 2027 31 March 2027 58 14 March 2030 28 March 2030
23 14 April 2027 28 April 2027 59 15 April 2030 01 May 2030
24 14 May 2027 28 May 2027 60 14 May 2030 29 May 2030
25 14 June 2027 28 June 2027 61 14 June 2030 28 June 2030
26 14 July 2027 28 July 2027 62 15 July 2030 29 July 2030
27 16 August 2027 31 August 2027 63 14 August 2030 29 August 2030
28 14 September 2027 28 September 2027 64 16 September 2030 30 September 2030
29 14 October 2027 28 October 2027 65 14 October 2030 28 October 2030
30 15 November 2027 29 November 2027 66 14 November 2030 28 November 2030
31 14 December 2027 30 December 2027 67 16 December 2030 02 January 2031
32 14 January 2028 28 January 2028 68 14 January 2031 28 January 2031
33 14 February 2028 28 February 2028 69 14 February 2031 28 February 2031
34 14 March 2028 28 March 2028 70 14 March 2031 28 March 2031
35 18 April 2028 03 May 2028 71 15 April 2031 29 April 2031
36 15 May 2028 30 May 2028 72 14 May 2031 29 May 2031
_____________________
B- Automatic Settlement (Autocall)
The Securities will automatically redeem prior to their Scheduled Settlement
Date if the closing level of every Underlying Asset is at or above its
corresponding Autocall Barrier on any Autocall Valuation Date (an "Automatic
Settlement (Autocall) Event"). If this occurs, you will receive a cash payment
equal to the nominal amount of your Securities payable on the Autocall
Settlement Date corresponding to such Autocall Valuation DateEach Autocall
Valuation Date and the corresponding Autocall Barrier is as follows:
Autocall Valuation Date(s): Autocall Barrier Percentage: Autocall Settlement Date(s):
14 May 2027 105% 28 May 2027
15 May 2028 100% 30 May 2028
14 May 2029 100% 29 May 2029
14 May 2030 100% 29 May 2030
_____________________
C - Final Settlement
If the Securities have not redeemed early they will redeem on the Scheduled
Settlement Date at an amount that is dependent on each of the following:
· the 'Initial Price' of the Worst Performing Underlying Asset,
which reflects the level of that asset near the issue date of the Securities;
· the 'Final Valuation Price' of the Worst Performing
Underlying Asset, which reflects the level of that asset near the Scheduled
Settlement Date;
· the 'Strike Price' of the Worst Performing Underlying Asset,
which is calculated as 100.00% multiplied by the Initial Price of that asset;
and
· the 'Knock-in Barrier Price' of the Worst Performing
Underlying Asset, which is calculated as 65.00% multiplied by the Initial
Price of that asset.
Initial Price: The Initial Price of each Underlying Asset is the closing level
of such Underlying Asset on 14 May 2025.
Final Valuation Price: The Final Valuation Price of each Underlying Asset is
the closing level of such Underlying Asset on 14 May 2031 (the "Final
Valuation Date).
Worst Performing Underlying Asset: The Knock-in Barrier Price, Initial Price,
Final Valuation Price and Strike Price to be considered for the purposes of
determining the final redemption amount will be the Knock-in Barrier Price,
Initial Price, Final Valuation Price or Strike Price of the Underlying Asset
with the lowest Performance. The 'Performance' of each Underlying Asset is
calculated by dividing the Final Valuation Price of an asset by its Initial
Price.
European Barrier settlement: If the Final Valuation Price is greater than or
equal to the Knock-in Barrier Price, you will receive a cash amount per
Calculation Amount equal to GBP 1.
Otherwise: you will receive a cash amount per Calculation Amount, calculated
by dividing the Final Valuation Price by the Strike Price and multiplying the
result by the Calculation Amount.
Status of the Securities
The Securities are direct, unsubordinated and unsecured obligations of the
Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities
The Securities are offered and sold outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act and must comply
with transfer restrictions with respect to the United States. Securities held
in a clearing system will be transferred in accordance with the rules,
procedures and regulations of that clearing system. Subject to the foregoing,
the Securities will be freely transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf) for the
Securities to be admitted to trading on the regulated market of the London
Stock Exchange.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
· You may lose some or all of your investment in the
Securities: Investors are exposed to the credit risk of Barclays Bank PLC. 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 or deliveries to be made by Barclays Bank PLC as 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. The terms
of the Securities do not provide for a scheduled minimum payment at maturity
and as such, depending on the performance of the Underlying Asset(s), you may
lose some or all of your investment. You may also lose some or all of your
investment if: (a) you sell your Securities before their scheduled maturity;
(b) your Securities are early redeemed in certain extraordinary circumstances;
or (c) the terms and conditions of your Securities are adjusted such that the
amount payable or property deliverable to you is less than your initial
investment.
· There are risks associated with the valuation, liquidity and
offering of the Securities: The market value of your Securities may be
significantly lower than the issue price since the issue price may take into
account the Issuer's and/or distributor's profit margin and costs in addition
to the fair market value of the Securities. The market value of your
Securities may be affected by the volatility, level, value or price of the
Underlying Asset(s) at the relevant time, changes in interest rates, the
Issuer's financial condition and credit ratings, the supply of and demand for
the Securities, the time remaining until the maturity of the Securities and
other factors. The price, if any, at which you will be able to sell your
Securities prior to maturity may be substantially less than the amount you
originally invested. Your Securities may not have an active trading market and
the Issuer may not be under any obligation to make a market or repurchase the
Securities prior to redemption. The Issuer may withdraw the public offer at
any time. In such case, where you have already paid or delivered subscription
monies for the relevant Securities, you will be entitled to reimbursement of
such amounts, but will not receive any remuneration that may have accrued in
the period between their payment or delivery of subscription monies and the
reimbursement of the Securities.
· You are subject to risks associated with the determination of
amounts payable under the Securities:
The Securities bear interest at a rate that is contingent upon the performance
of the Underlying Asset and may vary from one Interest Payment Date to the
next. You may not receive any interest payments if the Underlying Asset do not
perform as anticipated.
The Final Cash Settlement Amount is based on the performance of the Underlying
Asset(s) as at the final valuation date only (rather than in respect of
multiple periods throughout the term of the Securities). This means you may
not benefit from any movement in level of the Underlying Asset(s) during the
term of the Securities that is not maintained in the final performance as at
the final valuation date.
You are exposed to the performance of every Underlying Asset. Irrespective of
how the other Underlying Assets perform, if any one or more Underlying Assets
fail to meet a relevant threshold or barrier for the payment of interest or
the calculation of any redemption amount, you might receive no interest
payments and/or could lose some or all of your initial investment.
The calculation of amount payable depends on the level, value or price of the
Underlying Asset(s) reaching or crossing a 'barrier' during a specified period
or specified dates during the term of the Securities. This means you may
receive less (or, in certain cases, more) if the level, value or price of the
Underlying Asset(s) crosses or reaches (as applicable) a barrier, than if it
comes close to the barrier but does not reach or cross it (as applicable), and
in certain cases you might receive no interest payments and/or could lose some
or all of your investment.
· Your Securities are subject to adjustments and early
redemption: Pursuant to the terms and conditions of the Securities, following
the occurrence of certain disruption events or extraordinary events concerning
the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the
relevant currency of the Securities, the Determination Agent or the Issuer may
take a number of remedial actions, including estimating the level of the
Underlying Asset, substituting the Underlying Asset, and making adjustments to
the terms and conditions of the Securities. Any of such remedial action may
change the economic characteristics of the Securities and have a material
adverse effect on the value of and return on the Securities. If no remedial
action can be taken, or it is determined that an unlawfulness or
impracticability event has occurred, the Issuer may early redeem the
Securities by payment of an Early Cash Settlement Amount. If early redemption
occurs, you may lose some or all of your investment because the Early Cash
Settlement Amount may be lower than the price at which you purchase the
Securities, or may even be zero. You will also lose the opportunity to
participate in any subsequent positive performance of the Underlying Asset(s)
and be unable to realise any potential gains in the value of the Securities.
You may not be able to reinvest the proceeds from an investment at a
comparable return and/or with a comparable interest rate for a similar level
of risk.
· Risks relating to Securities linked to the Underlying Asset:
The return payable on the Securities is linked to the change in value of the
Underlying Asset over the life of the Securities. Any information about the
past performance of any Underlying Asset should not be taken as an indication
of how prices will change in the future. You will not have any rights of
ownership, including, without limitation, any voting rights or rights to
receive dividends, in respect of any Underlying Asset.
· Risks relating to Underlying Asset(s) that are equity
indices: Equity indices are composed of a synthetic portfolio of shares and
provide investment diversification opportunities, but will be subject to the
risk of fluctuations in both equity prices and the value and volatility of the
relevant equity index. The Securities are linked to equity indices, and as
such may not participate in dividends or any other distributions paid on the
shares which make up such indices. Accordingly, you may receive a lower return
on the Securities than you would have received if you had invested directly in
those shares. The index sponsor can add, delete or substitute the components
of an equity index at its discretion, and may also alter the methodology used
to calculate the level of such index. These events may have a detrimental
impact on the level of that index, which in turn could have a negative impact
on the value of and return on the Securities.
· The Underlying Asset(s) are 'benchmarks' for the purposes of
the UK Benchmarks Regulation (Regulation (EU) 2016/1011 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as
amended)): Pursuant to the UK Benchmarks Regulation, an Underlying Asset may
not be used in certain ways by a UK supervised entity after 31 December 2025
if its administrator does not obtain authorisation or registration (or, if a
non-UK entity, does not satisfy the "equivalence" conditions and is not
"recognised" pending an equivalence decision or is not "endorsed" by a UK
supervised entity). If this happens, a disruption event will occur and the
Securities may be early redeemed. Further, the methodology or other terms of
an Underlying Asset could be changed in order to comply with the requirements
of the UK Benchmarks Regulation, and such changes could reduce or increase the
level or affect the volatility of the published level of such Underlying
Asset, which may in turn lead to adjustments to the terms of the Securities or
early redemption.
· Taxation risks: The levels and basis of taxation on the
Securities and any reliefs for such taxation will depend on your individual
circumstances and could change at any time over the life of the Securities.
This could have adverse consequences for you and you should therefore consult
your own tax advisers as to the tax consequences to you of transactions
involving the Securities.
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 and Channel
Islands during the period from (and including) 28 March 2025 to (and
including) 14 May 2025 (the "Offer Period") and such offer is subject to the
following conditions:
· Offer Price: The Issue Pric
· Conditions to which the offer is subject: In the event that
during the Offer Period, the requests exceed the amount of the offer to
prospective investors, the Issuer will proceed to early terminate the Offer
Period and will immediately suspend the acceptances of further requests.
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.
The effectiveness of the offer is subject to the adoption of the resolution of
admission to trading of the Securities on London Stock Exchange on or around
the Issue Date. As such, the Issuer undertakes to file the application for the
Securities to be admitted to trading on the London Stock Exchange in time for
the adoption of such resolution.
· Description of the application process: An offer of the
Securities other than pursuant to section 86 of the FSMA may be made by
Barclays Bank PLC (the "Manager") or the Authorised Offeror in the United
Kingdom and the Channel Islands (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
· Procedure for exercise of any right of pre-emption,
negotiability of subscription rights and treatment of subscription rights not
exercised: Not Applicable
· Categories of holders to which the Securities are offered and
whether Tranche(s) have been reserved for certain countries: Offers may be
made through the Authorised Offeror in the Public Offer Jurisdiction to any
person.
· 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.
· Name(s) and address(es), to the extent known to the Issuer, of
the placers in the various countries where the offer takes place: the
Authorised Offeror
Estimated total expenses of the issue and/or offer including expenses charged
to investor by Issuer/Offeror
The estimated total expenses of the issue and/or offer are GBP 350.
Not Applicable: no expenses will be charged to the holder by the Issuer or the
offeror.
Who is the offeror and/or the person asking for admission to trading?
See the item entitled "The Authorised Offeror(s)" above.
The Manager is the entity offering and requesting for admission to trading of
the Securities.
Why is the Prospectus being produced?
Use and estimated net amount of proceeds
The net proceeds from each issue of Securities will be applied by the Issuer
for its general corporate purposes, which include making a profit and/or
hedging certain risks.
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 Asset 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 no more
than 1.40% of the Issue Price. Any Authorised Offeror and its affiliates may
engage, and may in the future engage, in hedging transactions with respect to
the Underlying Asset.
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