REG - Barclays Bank PLC - Publication of Final Terms
21/08/2025 12:30
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RNS Number : 2877W Barclays Bank PLC 21 August 2025
Publication of Notice to the Holders of Securities
BARCLAYS BANK PLC
Notice to holders of GBP 2,000,000 Securities due August 2029 pursuant to the
Global Structured Securities Programme GSSP Preference Share Linked Base
Prospectus dated 11 April 2025 (the "Base Prospectus")
Series: NX00499988| ISIN: XS3092301673
under the Global Structured Securities Programme
This notice relates to the original final terms and preference share
confirmation for ISIN XS3092301673 dated 20 August 2025 (the "Original Final
Terms" and the "Original Preference Share Confirmation" repectively), which
are being replaced by the amended and restated final terms and amended and
restated preference share confirmation dated 21 August 2025 (the "Amended and
Restated Final Terms" and the "Amended and Restated Preference Share
Confirmation" respectively).
The following elements in the Original Final Terms and Original Preference
Share Confirmation as well as the accompanying summary have been amended in
the Amended and Restated Final Terms and Amended and Restated Preference Share
Confirmation to reflect the amendments to the Initial Price:
1. In the summary to the Final Terms under the section titled "KEY
INFORMATION ON THE SECURITIES", the sub-section titled What are the main
features of the Securities? the definition of "Initial Price" and subsequent
table relating thereto shall be deleted in its entirety and replaced with the
following:
· Initial Price: in respect of each Underlying Preference
Share Reference Asset, the Initial Price specified in the table below, being
the closing price or level of such Underlying Preference Share Reference
Asset(i), (where (i) = 1, 2) on 13 August 2025, (where (i) = 3) on 14 August
2025, subject to adjustment.
·
(i) Underlying Preference Share Reference Asset Initial Price
1 S&P 500 Index 6,466.58
2 EURO STOXX 50(®) Index 5,388.25
3 NIKKEI 225 Index 42,649.26
·
2. In the Preference Share Confirmation under the section titled "PART
A - CONTRACTUAL TERMS" line item 17(d) "Initial Valuation Date" shall be
deleted in its entirety and replaced with the following:
(d) Initial Valuation Date: In respect of a Reference Asset(i), (where (i) = 1, 2) 13 August 2025, (where
(i) = 3) 14 August 2025.
3. In the Preference Share Confirmation under the section titled "PART
A - CONTRACTUAL TERMS" the column of "Initial Price" in Table 2 shall be
deleted in its entirety and replaced so that Table 2 now reads as follows:
Table 2
i Equity Index Initial Price Exchange Related Exchange Bloomberg Screen Refinitiv Screen page Index Sponsor
1 S&P 500 Index 6,466.58 New York Stock Exchange All Exchanges SPX .SPX S&P Dow Jones Indices LLC
Relevant Price: Closing Price
2 EURO STOXX 50(®) Index 5,388.25 Eurex Deutschland All Exchanges SX5E .STOXX50E STOXX Limited
Relevant Price: Closing Price
3 NIKKEI 225 Index 42,649.26 Tokyo Stock Exchange All Exchanges NKY .N225 Nikkei Inc.
Relevant Price: Closing Price
The above amendments do not affect the Conditions of the Securities in any
respect. The rest of the Original Final Terms and Preference Share
Confirmation remains unchanged.
Capitalised terms used but not otherwise defined herein shall have the
meanings given to them in the Amended and Restated Final Terms and Amended and
Restated Preference Share Confirmation, as read in conjunction with the GSSP
Preference Share Linked Base Prospectus dated 11 April 2025.
A copy of the Amended and Restated Final Terms is exhibited at the end of this
Notice.
For further information, please contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
The date of this notice is 21 August 2025.
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Amended and Restated Final
Terms, and you are therefore advised to read this disclaimer carefully before
reading, accessing or making any other use of the Amended and Restated Final
Terms, or the Base Prospectus which the Amended and Restated Final Terms must
be read in conjunction with.
NEITHER THE AMENDED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY BE
FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE
REPRODUCED IN ANY MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS AND
BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS
THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES
ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMENDED AND RESTATED FINAL
TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN
ANY JURISDICTION WHERE SUCH offers or solicitations are not permitted by law.
THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information contained in the Amended and Restated Final
Terms and Base Prospectus may be addressed to and/or targeted at persons who
are residents of particular countries (as specified in the Amended and
Restated Final Terms and Base Prospectus) only and is not intended for use and
should not be relied upon by any person outside these countries and/or to whom
the offer contained in the Amended and Restated Final Terms and Base
Prospectus is not addressed. Prior to relying on the information contained in
the Amended and Restated Final Terms and Base Prospectus you must ascertain
whether or not you are part of the intended addressees of the information
contained therein.
Confirmation of your Representation: In order to be eligible to view the
Amended and Restated Final Terms and Base Prospectus or make an investment
decision with respect to the Securities, you must be a person other than a
U.S. person (within the meaning of Regulation S under the Securities Act) and
by accessing the Amended and Restated Final Terms and Base Prospectus you
shall be deemed to have represented that (i) you and any customers you
represent are not U.S. persons (as defined in Regulation S to the Securities
Act) and (ii) you consent to delivery of the Amended and Restated Final Terms
and Base Prospectus and any amendments or supplements thereto via electronic
transmission.
You are reminded that the Amended and Restated Final Terms and Base Prospectus
have been made available to you on the basis that you are a person into whose
possession the Amended and Restated Final Terms and Base Prospectus may be
lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver the
Amended and Restated Final Terms or Base Prospectus, electronically or
otherwise, to any other person.
The Amended and Restated Final Terms and Base Prospectus have been made
available to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of
electronic transmission and consequently none of the Issuer, its advisers nor
any person who controls any of them nor any director, officer, employee nor
agent of it or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the Amended and
Restated Final Terms and Base Prospectus made available to you in electronic
format and the hard copy versions available to you on request from the Issuer.
Amended and Restated Final Terms
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Securities are not intended
to be offered, sold or otherwise made available to, and should not be offered,
sold or otherwise made available to, any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, the "MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of the MiFID II; or (iii) not a qualified investor as defined
in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation").
Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be
unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO SWISS RETAIL INVESTORS: The Securities are not
intended to be offered, sold or otherwise made available to and may not be
offered, sold or otherwise made available to any retail investor in
Switzerland. For these purposes a "retail investor" means a person who is not
a professional or institutional client, as defined in article 4 para. 3, 4 and
5 and article 5 para. 1 and 2 Swiss Federal Act on Financial Services
("FinSA") of 15 June 2018, as amended. Consequently, no key information
document required by FinSA for offering or selling the Securities or otherwise
making them available to retail investors in Switzerland has been prepared and
therefore, offering or selling the Securities or making them available to
retail investors in Switzerland may be unlawful under FinSA.
None of the Securities constitute a participation in a collective investment
scheme within the meaning of the Swiss Act on Collective Investment Schemes
("CISA") and are neither subject to the authorisation nor the supervision by
the Swiss Financial Market Supervisory Authority FINMA ("FINMA") and investors
do not benefit from the specific investor protection provided under the CISA.
The Securities may not be publicly offered, directly or indirectly, in
Switzerland within the meaning of FinSA and no application has or will be made
to admit the Securities to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. Neither the Base Prospectus,
the Final Terms nor any other offering or marketing material relating to the
Securities constitutes a prospectus pursuant to the FinSA, and neither the
Base Prospectus, the Final Terms nor any other offering or marketing material
relating to the Securities may be publicly distributed or otherwise made
publicly available in Switzerland.
Neither the Base Prospectus nor these Final Terms or any other offering or
marketing material relating to the Securities constitute a prospectus pursuant
to the Swiss Financial Services Act ("FinSA"), and such documents may not be
publicly distributed or otherwise made publicly available in Switzerland,
unless the requirements of FinSA for such public distribution are complied
with.
The Securities documented in these Final Terms are not being offered, sold or
advertised, directly or indirectly, in Switzerland to retail clients
(Privatkundinnen und -kunden) within the meaning of FinSA ("Retail Clients").
Neither these Final Terms nor any offering materials relating to the
Securities may be available to Retail Clients in or from Switzerland. The
offering of the Securities directly or indirectly, in Switzerland is only made
by way of private placement by addressing the Securities (a) solely at
investors classified as professional clients (professionelle Kunden) or
institutional clients (institutionelle Kunden) within the meaning of FinSA
("Professional or Institutional Clients"), (b) at fewer than 500 Retail
Clients, and/or (c) at investors acquiring securities to the value of at least
CHF 100,000.
The Securities have not been, and will not be, at any time registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the
United States. The Securities may not be offered or sold within the United
States, or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act ("Regulation S")) ("U.S. persons"),
except in certain transactions exempt from the registration requirements of
the Securities Act and applicable state securities laws. Trading in the
Securities has not been approved by the U.S. Commodity Futures Trading
Commission under the U.S. Commodity Exchange Act of 1936, as amended (the
"Commodity Exchange Act"), and the rules and regulations promulgated
thereunder. The Securities are being offered and sold outside the United
States to non-U.S. persons in reliance on Regulation S.
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 2,000,000 Securities due August 2029 pursuant to the Global Structured
Securities Programme (the "Tranche 1 Securities")
Issue Price: 100.00 per cent.
The Securities are not intended to qualify as eligible debt securities for
purposes of the minimum requirement for own funds and eligible liabilities
("MREL") as set out under the Bank Recovery and Resolution Directive (EU)
2014/59), as implemented in the UK (or local equivalent, for example TLAC).
This document constitutes the amended and restated final terms of the
Securities (the "Final Terms" or the "Amended and Restated Final Terms")
described herein for the purposes of Article 8 of the Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended) and regulations made thereunder (as
amended, the "UK Prospectus Regulation") and is prepared in connection with
the Global Structured Securities Programme established by Barclays Bank PLC
(the "Issuer"). These Amended and Restated Final Terms complete and should be
read in conjunction with GSSP Preference Share Linked Base Prospectus which
constitutes a base prospectus drawn up as separate documents (including the
Registration Document dated 20 March 2025 as supplemented on 30 July 2025 and
the Securities Note relating to the GSSP Preference Share Linked Base
Prospectus dated 11 April 2025) for the purposes of Article 8(6) of the UK
Prospectus Regulation (the "Base Prospectus"). Full information on the Issuer
and the offer of the Securities is only available on the basis of the
combination of these Amended and Restated Final Terms and the Base Prospectus.
A summary of the individual issue of the Securities is annexed to these
Amended and Restated Final Terms.
The Base Prospectus, and any supplements thereto, are available for viewing at
https://www.home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/
and during normal business hours at the registered office of the Issuer and
the specified office of the Issue and Paying Agent for the time being in
London, and copies may be obtained from such office.
These Final Terms will be published on the website http://www.barx-is.com
(under "Documents Repository"). Should the aforementioned website change, the
Issuer will notify such change upon publication on the website.
These Securities are FinSA Exempt Securities as defined in the Base
Prospectus.
Words and expressions defined in the Base Prospectus and not defined in the
Final Terms shall bear the same meanings when used herein.
BARCLAYS
Final Terms dated 20 August 2025
(Amended 21 August 2025)
PART A - CONTRACTUAL TERMS
1. (a) Series number: NX00499988
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at the Issue Date:
(i) Tranche: GBP 2,000,000
(ii) Series: GBP 2,000,000
(b) Specified Denomination: GBP 1,000.00
(c) Minimum Tradable Amount: GBP 1,000.00.
(d) Calculation Amount: GBP 1,000.00
4. Issue Price: 100% of par
5. Issue Date: 20 August 2025
6. Scheduled Redemption Date: 20 August 2029
7. Preference Share linked Securities:
(a) Underlying Preference Share(s) and Underlying Preference Share Reference Underlying Preference Share: 1 Preference Share linked to S&P 500 Index,
Asset(s): EURO STOXX 50® Index and Nikkei 225 (the "Underlying Preference Share
Reference Assets") issued by Teal Investments Limited (Class number: PEISCB49)
(b) Final Valuation Date: 13 August 2029, subject as specified in General Condition 5.3 (Relevant
defined terms)
(c) Valuation Time: As specified in General Condition 5.3 (Relevant defined terms)
8. Additional Disruption Event:
(a) Change in Law: Applicable as per General Condition 22.1 (Definitions)
(b) Currency Disruption Event: Applicable as per General Condition 22.1 (Definitions)
(c) Extraordinary Market Disruption: Applicable as per General Condition 22.1 (Definitions)
(d) Optional Additional Adjustment Event(s): Applicable as per General Condition 22.1 (Definitions)
(i) Insolvency Filing: Applicable
(ii) Insolvency: Applicable
(iii) Preference Share Adjustment Event: Applicable
9. Form of Securities: Global Bearer Securities: Permanent Global Security - TEFRA: Not Applicable
CDIs: Not Applicable
10. Trade Date: 13 August 2025
11. 871(m) Securities The Issuer has determined that the Securities (without regard to any other
transactions) should not be subject to U.S. withholding tax under Section
871(m) of the U.S. Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder.
12. (i) Prohibition of Sales to UK Retail Investors: Not Applicable
(ii) Prohibition of Sales to EEA Retail Investors: Applicable - see the cover page of these Final Terms
(iii) Prohibition of Sales to Swiss Retail Investors: Applicable - see the cover page of these Final Terms
13. Early Cash Settlement Date: As specified in General Condition 22.1 (Definitions)
For the purposes of a Preference Share Termination Event pursuant to General
Condition 6 which includes, but is not limited to, the occurrence of an
autocall event in respect of the Underlying Preference Share, the Securities
will be redeemed on the applicable Early Cash Settlement Date.
The Early Cash Settlement Date(s) corresponding to the relevant Early Cash
Settlement Valuation Date(s) are set out in the table below:
Early Cash Settlement Valuation Date(s) Early Cash Settlement Date(s)
13 August 2026 20 August 2026
13 November 2026 20 November 2026
16 February 2027 23 February 2027
13 May 2027 20 May 2027
13 August 2027 20 August 2027
15 November 2027 22 November 2027
14 February 2028 21 February 2028
15 May 2028 22 May 2028
14 August 2028 21 August 2028
13 November 2028 20 November 2028
13 February 2029 20 February 2029
14 May 2029 21 May 2029
14. Early Redemption Notice Period Number: Applicable as per General Condition 22.1 (Definitions)
15. Business Day: As defined in General Condition 22.1 (Definitions)
16. Determination Agent: Barclays Bank PLC
17. Registrar: Not Applicable
18. CREST Agent: Not Applicable
19. Transfer Agent: Not Applicable
20. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
21. Relevant Benchmarks: Amounts payable under the Securities may be calculated by reference to S&P
500 Index which is provided by S&P Dow Jones Indices LLC (the
"Administrator"). As at the date of these 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 S&P Dow Jones Indices LLC is not
currently required to obtain authorisation or registration (or, if located
outside the United Kingdom, recognition, endorsement or equivalence).
Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50(®) Index which is provided by STOXX Limited (the "Administrator").
As at the date of these 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).
Amounts payable under the Securities may be calculated by reference to NIKKEI
225 Index which is provided by Nikkei Inc. (the "Administrator"). As at the
date of these 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 Nikkei Inc. is not currently
required to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or equivalence).
14.
Early Redemption Notice Period Number:
Applicable as per General Condition 22.1 (Definitions)
15.
Business Day:
As defined in General Condition 22.1 (Definitions)
16.
Determination Agent:
Barclays Bank PLC
17.
Registrar:
Not Applicable
18.
CREST Agent:
Not Applicable
19.
Transfer Agent:
Not Applicable
20.
(a) Names of Manager:
Barclays Bank PLC
(b) Date of underwriting agreement:
Not Applicable
21.
Relevant Benchmarks:
Amounts payable under the Securities may be calculated by reference to S&P
500 Index which is provided by S&P Dow Jones Indices LLC (the
"Administrator"). As at the date of these 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 S&P Dow Jones Indices LLC is not
currently required to obtain authorisation or registration (or, if located
outside the United Kingdom, recognition, endorsement or equivalence).
Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50(®) Index which is provided by STOXX Limited (the "Administrator").
As at the date of these 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).
Amounts payable under the Securities may be calculated by reference to NIKKEI
225 Index which is provided by Nikkei Inc. (the "Administrator"). As at the
date of these 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 Nikkei Inc. 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 on or around the Issue Date.
(b) Estimate of total expenses related to admission to trading: GBP 395.00
(c) Name and address of the entities which have a firm Not Applicable
commitment to act as intermediaries in secondary trading, providing liquidity
through bid and offer rates and a description of the main terms of their
commitment:
2. RATINGS
Ratings: The Securities have not been individually rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Manager and save for any trading and
market-making activities of the Issuer and/or its affiliates in the Underlying
Preference Share and/or the Underlying Preference Share Reference Assets, the
hedging activities of the Issuer and/or its affiliates and the fact that the
Issuer/an affiliate of the Issuer is the Determination Agent in respect of the
Securities and the determination agent in respect of the Underlying Preference
Share, so far as the Issuer is aware, no person involved in the offer of the
Securities has an interest material to the issue.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(a) Reasons for the offer: Making profit and/or hedging purposes
(b) Use of Proceeds: Not Applicable
(c) Estimated net proceeds: Not Applicable
(d) Estimated total expenses: Not Applicable
5. PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND OTHER INFORMATION
CONCERNING THE UNDERLYING PREFERENCE SHARE
The value of the Securities will depend upon the performance of the Underlying
Preference Share.
The Preference Share Value in respect of each Underlying Preference Share will
be published on each Business Day at
https://barxis.barcap.com/GB/1/en/home.app.
Details of the past performance and volatility of the Underlying Preference
Share Reference Assets may be obtained from Bloomberg Screen: SPX in respect
of S&P 500 Index, SX5E in respect of EURO STOXX 50(®) Index and NKY in
respect of NIKKEI 225 Index.
See also the Annex - "ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES
NOTE RELATING TO THE UNDERLYING"
6. POST ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with respect to the
Underlying Preference Share(s), unless required to do so by applicable law or
regulation.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS3092301673
(b) Common Code: 309230167
(c) Name(s) and address(es) of any clearing system(s) other than Euroclear Bank Not Applicable
S.A./N.V. and Clearstream Banking, société anonyme, and the relevant
identification number(s):
(d) Delivery: Delivery free of payment
(e) Intended to be held in a manner which would allow Eurosystem eligibility: No since unsecured debt instruments issued by credit institutions established
outside the European Union are not Eurosystem eligible.
(f) Green Structured Securities: No
(g) Green Index Linked Securities: No
SUMMARY
INTRODUCTION AND WARNINGS
The Summary should be read as an introduction to the Prospectus. Any decision
to invest in the Securities should be based on consideration of the Prospectus
as a whole by the investor. In certain circumstances, the investor could lose
all or part of the invested capital. Where a claim relating to the information
contained in the Prospectus is brought before a court, the plaintiff investor
might, under the national law, have to bear the costs of translating the
Prospectus before the legal proceedings are initiated. Civil liability
attaches only to those persons who have tabled the Summary, including any
translation thereof, but only where the Summary is misleading, inaccurate or
inconsistent when read together with the other parts of the Prospectus or it
does not provide, when read together with the other parts of the Prospectus,
key information in order to aid investors when considering whether to invest
in the Securities.
You are about to purchase a product that is not simple and may be difficult to
understand.
Securities: GBP 2,000,000.00 Securities due 20 August 2029 pursuant to the
Global Structured Securities Programme (ISIN: XS3092301673) (the
"Securities").
The Issuer: The Issuer is Barclays Bank PLC. Its registered office is at 1
Churchill Place, London, E14 5HP, United Kingdom (telephone number: +44 (0)20
7116 1000) and its Legal Entity Identifier ("LEI") is G5GSEF7VJP5I7OUK5573.
The Authorised Offeror: Not Applicable
Competent authority: The Base Prospectus was approved on 11 April 2025 by the
United Kingdom Financial Conduct Authority of 12 Endeavour Square, London, E20
1JN, United Kingdom (telephone number: +44 (0)20 7066 1000).
KEY INFORMATION ON THE ISSUER
Who is the Issuer of the Securities?
Domicile and legal form of the Issuer: Barclays Bank PLC (the "Issuer") is a
public limited company registered in England and Wales under number 1026167.
The liability of the members of the Issuer is limited. It has its registered
and head office at 1 Churchill Place, London, E14 5HP, United Kingdom
(telephone number +44 (0)20 7116 1000). The Legal Entity Identifier (LEI) of
the Issuer is G5GSEF7VJP5I7OUK5573.
Principal activities of the Issuer: Barclays is a diversified bank with five
operating divisions comprising: Barclays UK, Barclays UK Corporate Bank,
Barclays Private Bank and Wealth Management, Barclays Investment Bank and
Barclays US Consumer Bank supported by Barclays Execution Services Limited,
the Group-wide service company providing technology, operations and functional
services to businesses across the Group.
The Issuer is the non-ring-fenced bank within the Group and its principal
activity is to offer products and services designed for larger corporate,
private bank and wealth management, wholesale and international banking
clients. The Barclays Bank Group contains the Barclays UK Corporate Bank
(UKCB), Barclays Private Bank and Wealth Management (PBWM), Barclays
Investment Bank (IB) and Barclays US Consumer Bank (USCB) businesses. The
Issuer offers customers and clients a range of products and services spanning
consumer and wholesale banking.
The term the "Group" mean Barclays PLC together with its subsidiaries and the
term "Barclays Bank Group" means Barclays Bank PLC together with its
subsidiaries.
Major shareholders of the Issuer: The whole of the issued ordinary share
capital of the Issuer is beneficially owned by Barclays PLC. Barclays PLC is
the ultimate holding company of the Group.
Identity of the key managing directors of the Issuer: The key managing
directors of the Issuer are C. S. Venkatakrishnan (Chief Executive and
Executive Director) and Anna Cross (Executive Director).
Identity of the statutory auditors of the Issuer: The statutory auditors of
the Issuer are KPMG LLP ("KPMG"), chartered accountants and registered
auditors (a member of the Institute of Chartered Accountants in England and
Wales), of 15 Canada Square, London E14 5GL, United Kingdom.
What is the key financial information regarding the Issuer?
The Issuer has derived the selected consolidated financial information
included in the table below for the years ended 31 December 2024 and 31
December 2023 from the annual consolidated financial statements of the Issuer
for the years ended 31 December 2024 and 2023 (the "Financial Statements"),
which have each been audited with an unmodified opinion provided by KPMG. The
selected financial information included in the table below for the six months
ended 30 June 2025 and 30 June 2024 was derived from the unaudited condensed
consolidated interim financial statements of the Issuer in respect of the six
months ended 30 June 2025 (the "Interim Results Announcement"). Certain of the
comparative financial metrics included in the table below for the six months
ended 30 June 2024 were restated in the Interim Results Announcement.
Consolidated Income Statement
As at 30 June (unaudited) As at 31 December
2025 2024 2024 2023
(£m) (£m)
Net interest 3,495 3,115 6,745 6,653
income..............................................................................................................
Net fee and commission 3,220 3,248 6,271 5,461
income..........................................................................................
Credit impairment charges / (875) (831) (1,617) (1,578)
(releases).................................................................................
Net trading 4,358 3,302 5,900 5,980
income..............................................................................................................
Profit before 3,840 2,677 4,747 4,223
tax..................................................................................................................
Profit after 3,062 2,157 3,748 3,561
tax.....................................................................................................................
Consolidated Balance Sheet
As at 30 June (unaudited) As at 31 December
2025 2024 2023
(£m) (£m)
Total 1,297,310 1,218,524 1,185,166
assets..........................................................................................................................
Debt securities in 45,925 35,803 45,653
issue........................................................................................................
Subordinated 43,221 41,875 35,903
liabilities........................................................................................................
Loans and advances at amortised cost 196,708 195,054 185,247
................................................................................
Deposits at amortised cost 326,065 319,376 301,798
..................................................................................................
Total 61,248 59,220 60,504
equity.........................................................................................................................
Certain Ratios from the Financial Statements
As at 30 June (unaudited) As at 31 December
2024 2024 2023
(%) (%)
Common Equity Tier 1 capital (1 12.7 12.1 12.1
2)........................................................................................
Total regulatory 18.8 18.1 19.2
capital........................................................................................................
UK leverage ratio (sub-consolidated) 5.6 5.8 6.0
(3)................................................................................
(1) 2024 comparatives for Capital, RWAs and leverage have been calculated ( )
applying the transitional arrangement in accordance with the CRR. This
included IFRS 9 transitional arrangements and the grandfathering of certain
capital instruments. Effective from 1 January 2025, these IFRS 9 transitional
arrangements no longer applied. Effective from 29 June 2025, the grandfathered
instruments no longer qualified as Tier 2 Capital.
(2) The Barclays Bank PLC solo-consolidated and Barclays Bank PLC
sub-consolidated CET1 ratios, as are relevant for assessing against the
conversion triggers in Barclays Bank PLC AT1 securities (all of which are held
by Barclays PLC), were 12.7% and 16.9% respectively.
(3) 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 £2.0bn.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to which its
businesses are exposed. Material risks are those to which senior management
pay particular attention and which could cause the delivery of the Barclays
Bank Group's strategy, results of operations, financial condition and/or
prospects to differ materially from expectations. Emerging risks are those
which have unknown components, the impact of which could crystallise over a
longer time period. The factors set out below should not be regarded as a
complete and comprehensive statement of all the potential risks and
uncertainties which the Barclays Bank Group faces. For example, certain other
factors beyond the Barclays Bank Group's control, including escalation of
global conflicts, acts of terrorism, natural disasters and similar events,
although not detailed below, could have a similar impact on the Barclays Bank
Group.
· Material existing and emerging risks potentially
impacting more than one principal risk: In addition to material and emerging
risks impacting the principal risks set out below, there are also material
existing and emerging risks that potentially impact more than one of these
principal risks. These risks are: (i) potentially unfavourable global and
local economic and market conditions, as well as geopolitical developments;
(ii) the impact of interest rate changes on the Barclays Bank Group's
profitability; (iii) the competitive environments of the banking and financial
services industry; (iv) the regulatory change agenda and impact on business
model; (v) change delivery and execution risks and (vi) card partnerships.
· Climate risk: Climate risk is the risk of
financial losses arising from climate change, through physical risks and risks
associated with transitioning to a lower carbon economy.
· Credit and Market risks: Credit risk is the risk
of loss to the Barclays Bank Group from the failure of clients, customers or
counterparties, to fully honour their obligations to members of the Barclays
Bank Group. The Barclays Bank Group is subject to risks arising from changes
in credit quality and recovery rates for loans and advances due from borrowers
and counterparties. Market risk is the risk of loss arising from potential
adverse changes in the value of the Barclays Bank Group's assets and
liabilities from fluctuation in market variables.
· Treasury and capital risk and the risk that the
Issuer and the Barclays Bank Group are subject to substantial resolution
powers: There are three primary types of treasury and capital risk faced by
the Barclays Bank Group which are (1) liquidity risk - the risk that the
Barclays Bank Group is unable to meet its contractual or contingent
obligations or that it does not have the appropriate amount of stable funding
and liquidity to support its assets, which may also be impacted by credit
rating changes; (2) capital risk - the risk that the Barclays Bank Group has
an insufficient level or composition of capital to support its normal business
activities and to meet its regulatory capital requirements under normal
operating environments and stressed conditions and (3) interest rate risk in
the banking book - the risk that the Barclays Bank Group is exposed to capital
or income volatility because of a mismatch between the interest rate exposures
of its (non-traded) assets and liabilities. Under the Banking Act 2009,
substantial powers are granted to the Bank of England (or, in certain
circumstances, HM Treasury), in consultation with the United Kingdom
Prudential Regulation Authority, the UK Financial Conduct Authority and HM
Treasury, as appropriate as part of a special resolution regime. These powers
enable the Bank of England (or any successor or replacement thereto and/or
such other authority in the United Kingdom with the ability to exercise the UK
Bail-in Power) (the "Resolution Authority") to implement various resolution
measures and stabilisation options (including, but not limited to, the bail-in
tool) with respect to a UK bank or investment firm and certain of its
affiliates (as at the date of the Registration Document, including the Issuer)
in circumstances in which the Resolution Authority is satisfied that the
relevant resolution conditions are met.
· Operational and model risks: Operational risk is
the risk of loss to the Barclays Bank Group from inadequate or failed
processes or systems, human factors or due to external events where the root
cause is not due to credit or market risks. Model risk is the potential for
adverse consequences from decisions based on incorrect or misused model
outputs and reports.
· Compliance, reputation, legal risks and legal,
competition and regulatory matters and financial crime risk: Compliance risk
is the risk of poor outcomes for, or harm to, customers, clients and markets,
arising from the delivery of the Barclays Bank Group's products and services
(Compliance Risk) and the risk to the Barclays Bank Group, its clients,
customers or markets from a failure to comply with the laws, rules and
regulations applicable to the firm (LRR risk). Reputation risk is the risk
that an action, transaction, investment, event, decision or business
relationship will reduce trust in the Barclays Bank Group's integrity and/or
competence. The Barclays Bank Group conducts diverse activities in a highly
regulated global market which exposes it and its employees to legal risk
arising from (i) the multitude of laws, rules and regulations that apply to
the activities it undertakes, which are highly dynamic, may vary between
jurisdictions and/or conflict, and may be unclear in their application to
particular circumstances especially in new and emerging areas; and (ii) the
diversified and evolving nature of the Barclays Bank Group's businesses and
business practices. In each case, this exposes the Barclays Bank Group and its
employees to the risk of loss or the imposition of penalties, damages or fines
from the failure of members of the Barclays Bank Group to meet applicable
laws, rules, regulations or contractual requirements or to assert or defend
their intellectual property rights. Legal risk may arise in relation to any
number of the material existing and emerging risks summarised above. Financial
crime risk is the risk that the Barclays Bank Group and its associated persons
(employees or third parties) commit or facilitate financial crime, and/or the
Barclays Bank Group's products and services are used to facilitate financial
crime.
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being issued and admitted to trading, including
security identification numbers
The Securities are derivative securities in the form of notes issued in global
bearer form and will be uniquely identified by: Series number: NX00499988;
Tranche number: 1; ISIN: XS3092301673; Common Code: 309230167.
The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or
Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1,000. The issue size is GBP 2,000,000.00 and
the issue price is 100.00% of par.
The issue date is 20 August 2025 and the redemption date is 20 August 2029
(the "Redemption Date"). Such date may be postponed if the determination of
any value used to calculate an amount payable under the Securities is delayed.
Rights attached to the Securities
Each Security includes a right to a potential return and an amount payable on
redemption, together with certain ancillary rights such as the right to
receive notice of certain determinations and events and to vote on future
amendments.
The potential return on the Securities will be a redemption amount linked to
the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISCB49), the "Underlying Preference Share", the value
of which is dependent on the performance of each Underlying Preference Share
Reference Asset. Information on the Underlying Preference Share can be found
on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities will be
redeemed by the Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation Amount
multiplied by (ii) the Preference Share Value(final) divided by the Preference
Share Value(initial).
Where:
· Calculation Amount: Calculations in respect of
amounts payable under the Securities are made by reference to the "Calculation
Amount", being GBP 1,000.00 per Security.
· Preference Share Value(final): the value of the
Underlying Preference Share on 13 August 2029, being the "Final Valuation
Date". The Final Valuation Date is subject to adjustment.
· Preference Share Value(initial): the Underlying
Preference Share on 20 August 2025, being the "Initial Valuation Date". The
Initial Valuation Date is subject to adjustment
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following:
If:
a 'Trigger Event' has not occurred:
Value of the Underlying Preference Share = the Calculation Amount (being GBP
100.00) multiplied by the sum of (a) the number of occasions on which the
fixed return condition is satisfied multiplied by the Fixed Return Percentage
and (b) 100%. The fixed return condition is satisfied if, in respect of a
Fixed Return Valuation Date, the closing price or level of the Worst
Performing Underlying Preference Share Reference Asset is equal to or greater
than the Fixed Return Barrier on such Fixed Return Valuation Date.
If:
a 'Trigger Event' has occurred:
Value of the Underlying Preference Share = the Calculation Amount (being GBP
100.00) multiplied by the sum of (a) the number of occasions on which the
fixed return condition is satisfied multiplied by the Fixed Return Percentage
and (b) the Final Performance divided by the Strike Price Percentage (being
100.000%). The fixed return condition is satisfied if, in respect of a Fixed
Return Valuation Date, the closing price or level of the Worst Performing
Underlying Preference Share Reference Asset is equal to or greater than the
Fixed Return Barrier on such Fixed Return Valuation Date.
Where:
· Calculation Amount: GBP 100.00.
· Final Performance: in respect of the Worst
Performing Underlying Preference Share Reference Asset, an amount which is
calculated by dividing the Final Valuation Price of such Worst Performing
Underlying Preference Share Reference Asset by the Initial Price of such Worst
Performing Underlying Preference Share Reference Asset.
· Final Valuation Price: in respect of each
Underlying Preference Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on 13 August 2029, subject to
adjustment.
· Fixed Return Barrier: in respect of each
Underlying Preference Share Reference Asset and a Fixed Return Valuation Date,
an amount which is calculated as the Fixed Return Barrier Percentage specified
in the table below in respect of such Fixed Return Valuation Date multiplied
by the Initial Price of such Underlying Preference Share Reference Asset.
· Fixed Return Percentage: 2.585%.
· Initial Price: in respect of each Underlying
Preference Share Reference Asset, the Initial Price specified in the table
below, being the closing price or level of such Underlying Preference Share
Reference Asset(i), (where (i) = 1, 2) on 13 August 2025, (where (i) = 3) on
14 August 2025, subject to adjustment.
(i) Underlying Preference Share Reference Asset Initial Price
1 S&P 500 Index 6,466.58
2 EURO STOXX 50(®) Index 5,388.25
3 NIKKEI 225 Index 42,649.26
· Knock-in Barrier Percentage: 65.0000%.
· Strike Price Percentage: 100.000%.
· Trigger Event: the closing price or level of any
Underlying Preference Share Reference Asset on the Final Valuation Date (being
the "trigger event observation date") is less than its corresponding Knock-in
Barrier Price.
· Underlying Preference Share Reference Asset:
S&P 500 Index, EURO STOXX 50® Index and Nikkei 225.
· Worst Performing Underlying Preference Share
Reference Asset: the Underlying Preference Share Reference Asset with the
lowest performance. The 'performance' of an Underlying Preference Share
Reference Asset is calculated by dividing the Final Valuation Price of such
Underlying Preference Share Reference Asset by its Initial Price.
Fixed Return Valuation Date Fixed Return Barrier Percentage
13 November 2025 75.000%
13 February 2026 75.000%
13 May 2026 75.000%
13 August 2026 75.000%
13 November 2026 75.000%
16 February 2027 75.000%
13 May 2027 75.000%
13 August 2027 75.000%
15 November 2027 75.000%
14 February 2028 75.000%
15 May 2028 75.000%
14 August 2028 75.000%
13 November 2028 75.000%
13 February 2029 75.000%
14 May 2029 75.000%
13 August 2029 75.000%
i Underlying Preference Share Reference Asset(s) Index Sponsor Exchange Bloomberg Screen/Refinitiv Screen Page
1 S&P 500 Index S&P Dow Jones Indices LLC New York Stock Exchange SPX /.SPX
2 EURO STOXX 50(®) Index STOXX Limited Eurex Deutschland SX5E /.STOXX50E
3 NIKKEI 225 Index Nikkei Inc. Tokyo Stock Exchange NKY /.N225
Early redemption of the Underlying Preference Shares following an autocall
event (phoenix):
If the closing level of the Worst Performing Underlying Preference Share
Reference Asset observed in respect of an Autocall Valuation Date (Phoenix) is
greater than or equal to its corresponding Autocall Barrier (Phoenix) in
respect of such Autocall Valuation Date (Phoenix), the Underlying Preference
Shares will be redeemed on the Autocall Early Redemption Date (Phoenix)
immediately following such Autocall Valuation Date (Phoenix). In such an
event, the value of the Underlying Preference Share will be equal to the
Calculation Amount (being GBP 100.00) multiplied by the sum of (a) the number
of occasions on which the fixed return condition is satisfied multiplied by
the Fixed Return Percentage and (b) 100%, payable on the relevant Autocall
Early Redemption Date (Phoenix).
The 'Autocall Barrier (Phoenix)' of each Underlying Preference Share Reference
Asset is calculated as the Autocall Barrier Percentage(Phoenix) specified in
the table below multiplied by the Initial Price of such Underlying Preference
Share Reference Asset.
Autocall Valuation Date(s) (Phoenix) Autocall Early Redemption Date (Phoenix) Autocall Barrier Percentage(s) (Phoenix)
13 August 2026 21 August 2026 95.000%
13 November 2026 23 November 2026 90.000%
16 February 2027 24 February 2027 90.000%
13 May 2027 21 May 2027 90.000%
13 August 2027 23 August 2027 90.000%
15 November 2027 23 November 2027 85.000%
14 February 2028 22 February 2028 85.000%
15 May 2028 23 May 2028 80.000%
14 August 2028 22 August 2028 80.000%
13 November 2028 21 November 2028 75.000%
13 February 2029 21 February 2029 75.000%
14 May 2029 22 May 2029 75.000%
Early redemption in respect of the Securities
Securities may at the option of the Issuer (in the case of (i) or (ii)) or
shall (in the case of (iii)) be redeemed earlier than the scheduled redemption
date (i) if performance becomes unlawful or impracticable, (ii) following the
occurrence of an additional disruption event which may include, but not be
limited to, a change in applicable law or a currency disruption event, or
(iii) following the occurrence of the redemption the Underlying Preference
Shares (other than by scheduled redemption pursuant to its terms).
The early redemption amount due in respect of each Security will be calculated
in the same way as if the Securities were redeemed on the scheduled redemption
date save that for such purpose the final value in respect of the Underlying
Preference Share shall be its value as of the day on which it is determined
that the Security will be early redeemed, all as determined by the
determination agent in good faith and in a commercially reasonable manner.
Status of the Securities: The Securities are direct, unsubordinated and
unsecured obligations of the Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities:
Securities are offered and sold outside the United States to non-US persons in
reliance on 'Regulation S' and must comply with transfer restrictions with
respect to the United States. Securities held in a clearing system will be
transferred in accordance with the rules, procedures and regulations of that
clearing system. Subject to the foregoing, the Securities will be freely
transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf) for the
Securities to be admitted to trading on the Regulated Market of the London
Stock Exchange with effect from 20 August 2025.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
o Depending on the performance of the Underlying Preference Share, you could
lose some or all of your investment. The return on the Securities depends on
the change in value of the Underlying Preference Share, which may fluctuate up
or down depending on the performance of the Underlying Preference Share
Reference Asset(s). Past performance of the Underlying Preference Share
Reference Asset(s) should not be taken as an indication of future performance.
If the value of the Underlying Preference Share on final valuation is less
than upon initial valuation, you will lose some or all of your investment. The
Securities may drop in value after issuance and therefore if you sell them
prior to maturity in the secondary market (if any) you may lose some of your
investment.
o You are subject to the credit risk of the Issuer. As the Securities do not
constitute a deposit and are not insured or guaranteed by any government or
agency or under the UK Government credit guarantee scheme, all payments to be
made by the Issuer under the Securities are subject to its financial position
and its ability to meet its obligations. The Securities constitute
unsubordinated and unsecured obligations of the Issuer and rank pari passu
with each and all other current and future unsubordinated and unsecured
obligations of the Issuer. Further, under the Banking Act 2009, if the
relevant UK resolution authority is satisfied that the Issuer is failing or
likely to fail then, subject to certain other conditions being satisfied, the
Issuer may be subject to action taken by the resolution authority, including
potentially the write down of claims of unsecured creditors of the Issuer
(potentially including claims of investors in the Securities) and the
conversion of unsecured debt claims (potentially including the Securities) to
other instruments (e.g. equity shares), the transfer of all or part of the
Issuer's business to another entity, or other resolution measures. The
insolvency of the Issuer and/or any action taken by the resolution authority
may lead to a partial or total loss of the invested capital.
o 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.
o Risks relating to the Underlying Preference Share Reference Asset(s):
As the Underlying Preference Share Reference Assets are equity indices the
Underlying Preference Share may be subject to the risk of fluctuations in
market interest rates, currency exchange rates, equity prices, inflation, the
value and volatility of the relevant equity index, and also to economic,
financial, regulatory, political, terrorist, military or other events in one
or more jurisdictions, including factors affecting capital markets generally.
This could have an adverse effect on the value of the Underlying Preference
Share which, in turn, will have an adverse effect on the value of your
Securities.
The value of the Underlying Preference Share depends on the level of the
Underlying Preference Share Reference Asset(s) reaching or crossing a
'barrier' on a specified date. If the Underlying Preference Share Reference
Asset(s) performs in such a way so that the Final Performance of the Worst
Performing Underlying Preference Share Reference Asset is less than its
Knock-in Barrier Percentage on such specified date, the value of and return on
the Underlying Preference Share and, in turn, the Securities may be
dramatically less that if the level of the Underlying Preference Share
Reference Asset(s) had reached or crossed the 'barrier'.
You will be exposed to the performance of the Underlying Preference Share
Reference Asset which has the worst performance, rather than the basket as a
whole. Regardless of how the other Underlying Preference Share Reference
Asset(s) perform, if the worst performing Underlying Preference Share
Reference Asset fails to meet a relevant threshold or barrier, the value of
and return on the Underlying Preference Share and, in turn, the Securities may
be reduced and you could lose some or all of your investment.
· Risks of a lack of secondary market or sale in
such market: There may not be a secondary market for the Securities and,
therefore, you may not be able to sell them prior to their scheduled maturity
or only for a substantial loss.
· Reinvestment risk/loss of yield: Following an
early redemption of your Securities for any reason, you may be unable to
reinvest the redemption proceeds at an effective yield as high as the yield on
the Securities being redeemed which may have an adverse effect on your
investment prospects.
· Risks relating to potential adjustments to the
terms of the Underlying Preference Share: You will not have any rights in
respect of the Underlying Preference Share or the Underlying Preference Share
Reference Asset(s). The terms of the Underlying Preference Share may be
adjusted in respect of, for example, valuation of the Underlying Preference
Share Reference Asset(s) which may be exercised by the issuer of the
Underlying Preference Share(s) in a manner which has an adverse effect on the
market value and/or amount repayable in respect of the Securities.
Key information on the offer of securities to the public and/or the admission
to trading on a regulated market
Under which conditions and timetable can I invest in these Securities?
Terms and conditions of the offer
Not Applicable: the Securities have not been offered to the public.
Estimated total expenses of the issue and/or offer including expenses charged
to investor by issuer/offeror
The Issuer will not charge any expenses to holders in connection with any
issue of Securities. Offerors may, however, charge expenses to holders. Such
expenses (if any) will be determined by agreement between the offeror and the
holders at the time of each issue.
Who is the offeror and/or the person asking for admission to trading?
The Manager is the entity requesting for admission to trading of the
Securities.
Why is the Prospectus being produced?
Use and estimated net amount of proceeds
The net proceeds from each issue of Securities will be applied by the Issuer
for its general corporate purposes, which include making a profit and/or
hedging certain risks.
Underwriting agreement on a firm commitment basis: The offer of the Securities
is not subject to an underwriting agreement on a firm commitment basis.
Description of any interest material to the issue/offer, including conflicting
interests
Not Applicable: no person involved in the issue has any interest, or
conflicting interest, that is material to the issue of Securities.
Consolidated Balance Sheet
As at 30 June (unaudited) As at 31 December
2025 2024 2023
(£m) (£m)
Total 1,297,310 1,218,524 1,185,166
assets..........................................................................................................................
Debt securities in 45,925 35,803 45,653
issue........................................................................................................
Subordinated 43,221 41,875 35,903
liabilities........................................................................................................
Loans and advances at amortised cost 196,708 195,054 185,247
................................................................................
Deposits at amortised cost 326,065 319,376 301,798
..................................................................................................
Total 61,248 59,220 60,504
equity.........................................................................................................................
Certain Ratios from the Financial Statements
As at 30 June (unaudited) As at 31 December
2024 2024 2023
(%) (%)
Common Equity Tier 1 capital (1 12.7 12.1 12.1
2)........................................................................................
Total regulatory 18.8 18.1 19.2
capital........................................................................................................
UK leverage ratio (sub-consolidated) 5.6 5.8 6.0
(3)................................................................................
(1) 2024 comparatives for Capital, RWAs and leverage have been calculated ( )
applying the transitional arrangement in accordance with the CRR. This
included IFRS 9 transitional arrangements and the grandfathering of certain
capital instruments. Effective from 1 January 2025, these IFRS 9 transitional
arrangements no longer applied. Effective from 29 June 2025, the grandfathered
instruments no longer qualified as Tier 2 Capital.
(2) The Barclays Bank PLC solo-consolidated and Barclays Bank PLC
sub-consolidated CET1 ratios, as are relevant for assessing against the
conversion triggers in Barclays Bank PLC AT1 securities (all of which are held
by Barclays PLC), were 12.7% and 16.9% respectively.
(3) 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 £2.0bn.
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to which its
businesses are exposed. Material risks are those to which senior management
pay particular attention and which could cause the delivery of the Barclays
Bank Group's strategy, results of operations, financial condition and/or
prospects to differ materially from expectations. Emerging risks are those
which have unknown components, the impact of which could crystallise over a
longer time period. The factors set out below should not be regarded as a
complete and comprehensive statement of all the potential risks and
uncertainties which the Barclays Bank Group faces. For example, certain other
factors beyond the Barclays Bank Group's control, including escalation of
global conflicts, acts of terrorism, natural disasters and similar events,
although not detailed below, could have a similar impact on the Barclays Bank
Group.
· Material existing and emerging risks potentially
impacting more than one principal risk: In addition to material and emerging
risks impacting the principal risks set out below, there are also material
existing and emerging risks that potentially impact more than one of these
principal risks. These risks are: (i) potentially unfavourable global and
local economic and market conditions, as well as geopolitical developments;
(ii) the impact of interest rate changes on the Barclays Bank Group's
profitability; (iii) the competitive environments of the banking and financial
services industry; (iv) the regulatory change agenda and impact on business
model; (v) change delivery and execution risks and (vi) card partnerships.
· Climate risk: Climate risk is the risk of
financial losses arising from climate change, through physical risks and risks
associated with transitioning to a lower carbon economy.
· Credit and Market risks: Credit risk is the risk
of loss to the Barclays Bank Group from the failure of clients, customers or
counterparties, to fully honour their obligations to members of the Barclays
Bank Group. The Barclays Bank Group is subject to risks arising from changes
in credit quality and recovery rates for loans and advances due from borrowers
and counterparties. Market risk is the risk of loss arising from potential
adverse changes in the value of the Barclays Bank Group's assets and
liabilities from fluctuation in market variables.
· Treasury and capital risk and the risk that the
Issuer and the Barclays Bank Group are subject to substantial resolution
powers: There are three primary types of treasury and capital risk faced by
the Barclays Bank Group which are (1) liquidity risk - the risk that the
Barclays Bank Group is unable to meet its contractual or contingent
obligations or that it does not have the appropriate amount of stable funding
and liquidity to support its assets, which may also be impacted by credit
rating changes; (2) capital risk - the risk that the Barclays Bank Group has
an insufficient level or composition of capital to support its normal business
activities and to meet its regulatory capital requirements under normal
operating environments and stressed conditions and (3) interest rate risk in
the banking book - the risk that the Barclays Bank Group is exposed to capital
or income volatility because of a mismatch between the interest rate exposures
of its (non-traded) assets and liabilities. Under the Banking Act 2009,
substantial powers are granted to the Bank of England (or, in certain
circumstances, HM Treasury), in consultation with the United Kingdom
Prudential Regulation Authority, the UK Financial Conduct Authority and HM
Treasury, as appropriate as part of a special resolution regime. These powers
enable the Bank of England (or any successor or replacement thereto and/or
such other authority in the United Kingdom with the ability to exercise the UK
Bail-in Power) (the "Resolution Authority") to implement various resolution
measures and stabilisation options (including, but not limited to, the bail-in
tool) with respect to a UK bank or investment firm and certain of its
affiliates (as at the date of the Registration Document, including the Issuer)
in circumstances in which the Resolution Authority is satisfied that the
relevant resolution conditions are met.
· Operational and model risks: Operational risk is
the risk of loss to the Barclays Bank Group from inadequate or failed
processes or systems, human factors or due to external events where the root
cause is not due to credit or market risks. Model risk is the potential for
adverse consequences from decisions based on incorrect or misused model
outputs and reports.
· Compliance, reputation, legal risks and legal,
competition and regulatory matters and financial crime risk: Compliance risk
is the risk of poor outcomes for, or harm to, customers, clients and markets,
arising from the delivery of the Barclays Bank Group's products and services
(Compliance Risk) and the risk to the Barclays Bank Group, its clients,
customers or markets from a failure to comply with the laws, rules and
regulations applicable to the firm (LRR risk). Reputation risk is the risk
that an action, transaction, investment, event, decision or business
relationship will reduce trust in the Barclays Bank Group's integrity and/or
competence. The Barclays Bank Group conducts diverse activities in a highly
regulated global market which exposes it and its employees to legal risk
arising from (i) the multitude of laws, rules and regulations that apply to
the activities it undertakes, which are highly dynamic, may vary between
jurisdictions and/or conflict, and may be unclear in their application to
particular circumstances especially in new and emerging areas; and (ii) the
diversified and evolving nature of the Barclays Bank Group's businesses and
business practices. In each case, this exposes the Barclays Bank Group and its
employees to the risk of loss or the imposition of penalties, damages or fines
from the failure of members of the Barclays Bank Group to meet applicable
laws, rules, regulations or contractual requirements or to assert or defend
their intellectual property rights. Legal risk may arise in relation to any
number of the material existing and emerging risks summarised above. Financial
crime risk is the risk that the Barclays Bank Group and its associated persons
(employees or third parties) commit or facilitate financial crime, and/or the
Barclays Bank Group's products and services are used to facilitate financial
crime.
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being issued and admitted to trading, including
security identification numbers
The Securities are derivative securities in the form of notes issued in global
bearer form and will be uniquely identified by: Series number: NX00499988;
Tranche number: 1; ISIN: XS3092301673; Common Code: 309230167.
The Securities are cleared and settled through Euroclear Bank S.A./N.V. and/or
Clearstream Banking société anonyme.
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1,000. The issue size is GBP 2,000,000.00 and
the issue price is 100.00% of par.
The issue date is 20 August 2025 and the redemption date is 20 August 2029
(the "Redemption Date"). Such date may be postponed if the determination of
any value used to calculate an amount payable under the Securities is delayed.
Rights attached to the Securities
Each Security includes a right to a potential return and an amount payable on
redemption, together with certain ancillary rights such as the right to
receive notice of certain determinations and events and to vote on future
amendments.
The potential return on the Securities will be a redemption amount linked to
the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISCB49), the "Underlying Preference Share", the value
of which is dependent on the performance of each Underlying Preference Share
Reference Asset. Information on the Underlying Preference Share can be found
on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities will be
redeemed by the Issuer by payment on the Redemption Date of a cash amount per
Calculation Amount in the Currency equal to (i) the Calculation Amount
multiplied by (ii) the Preference Share Value(final) divided by the Preference
Share Value(initial).
Where:
· Calculation Amount: Calculations in respect of
amounts payable under the Securities are made by reference to the "Calculation
Amount", being GBP 1,000.00 per Security.
· Preference Share Value(final): the value of the
Underlying Preference Share on 13 August 2029, being the "Final Valuation
Date". The Final Valuation Date is subject to adjustment.
· Preference Share Value(initial): the Underlying
Preference Share on 20 August 2025, being the "Initial Valuation Date". The
Initial Valuation Date is subject to adjustment
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following:
If:
a 'Trigger Event' has not occurred:
Value of the Underlying Preference Share = the Calculation Amount (being GBP
100.00) multiplied by the sum of (a) the number of occasions on which the
fixed return condition is satisfied multiplied by the Fixed Return Percentage
and (b) 100%. The fixed return condition is satisfied if, in respect of a
Fixed Return Valuation Date, the closing price or level of the Worst
Performing Underlying Preference Share Reference Asset is equal to or greater
than the Fixed Return Barrier on such Fixed Return Valuation Date.
If:
a 'Trigger Event' has occurred:
Value of the Underlying Preference Share = the Calculation Amount (being GBP
100.00) multiplied by the sum of (a) the number of occasions on which the
fixed return condition is satisfied multiplied by the Fixed Return Percentage
and (b) the Final Performance divided by the Strike Price Percentage (being
100.000%). The fixed return condition is satisfied if, in respect of a Fixed
Return Valuation Date, the closing price or level of the Worst Performing
Underlying Preference Share Reference Asset is equal to or greater than the
Fixed Return Barrier on such Fixed Return Valuation Date.
Where:
· Calculation Amount: GBP 100.00.
· Final Performance: in respect of the Worst
Performing Underlying Preference Share Reference Asset, an amount which is
calculated by dividing the Final Valuation Price of such Worst Performing
Underlying Preference Share Reference Asset by the Initial Price of such Worst
Performing Underlying Preference Share Reference Asset.
· Final Valuation Price: in respect of each
Underlying Preference Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on 13 August 2029, subject to
adjustment.
· Fixed Return Barrier: in respect of each
Underlying Preference Share Reference Asset and a Fixed Return Valuation Date,
an amount which is calculated as the Fixed Return Barrier Percentage specified
in the table below in respect of such Fixed Return Valuation Date multiplied
by the Initial Price of such Underlying Preference Share Reference Asset.
· Fixed Return Percentage: 2.585%.
· Initial Price: in respect of each Underlying
Preference Share Reference Asset, the Initial Price specified in the table
below, being the closing price or level of such Underlying Preference Share
Reference Asset(i), (where (i) = 1, 2) on 13 August 2025, (where (i) = 3) on
14 August 2025, subject to adjustment.
(i) Underlying Preference Share Reference Asset Initial Price
1 S&P 500 Index 6,466.58
2 EURO STOXX 50(®) Index 5,388.25
3 NIKKEI 225 Index 42,649.26
· Knock-in Barrier Percentage: 65.0000%.
· Strike Price Percentage: 100.000%.
· Trigger Event: the closing price or level of any
Underlying Preference Share Reference Asset on the Final Valuation Date (being
the "trigger event observation date") is less than its corresponding Knock-in
Barrier Price.
· Underlying Preference Share Reference Asset:
S&P 500 Index, EURO STOXX 50® Index and Nikkei 225.
· Worst Performing Underlying Preference Share
Reference Asset: the Underlying Preference Share Reference Asset with the
lowest performance. The 'performance' of an Underlying Preference Share
Reference Asset is calculated by dividing the Final Valuation Price of such
Underlying Preference Share Reference Asset by its Initial Price.
Fixed Return Valuation Date Fixed Return Barrier Percentage
13 November 2025 75.000%
13 February 2026 75.000%
13 May 2026 75.000%
13 August 2026 75.000%
13 November 2026 75.000%
16 February 2027 75.000%
13 May 2027 75.000%
13 August 2027 75.000%
15 November 2027 75.000%
14 February 2028 75.000%
15 May 2028 75.000%
14 August 2028 75.000%
13 November 2028 75.000%
13 February 2029 75.000%
14 May 2029 75.000%
13 August 2029 75.000%
i Underlying Preference Share Reference Asset(s) Index Sponsor Exchange Bloomberg Screen/Refinitiv Screen Page
1 S&P 500 Index S&P Dow Jones Indices LLC New York Stock Exchange SPX /.SPX
2 EURO STOXX 50(®) Index STOXX Limited Eurex Deutschland SX5E /.STOXX50E
3 NIKKEI 225 Index Nikkei Inc. Tokyo Stock Exchange NKY /.N225
Early redemption of the Underlying Preference Shares following an autocall
event (phoenix):
If the closing level of the Worst Performing Underlying Preference Share
Reference Asset observed in respect of an Autocall Valuation Date (Phoenix) is
greater than or equal to its corresponding Autocall Barrier (Phoenix) in
respect of such Autocall Valuation Date (Phoenix), the Underlying Preference
Shares will be redeemed on the Autocall Early Redemption Date (Phoenix)
immediately following such Autocall Valuation Date (Phoenix). In such an
event, the value of the Underlying Preference Share will be equal to the
Calculation Amount (being GBP 100.00) multiplied by the sum of (a) the number
of occasions on which the fixed return condition is satisfied multiplied by
the Fixed Return Percentage and (b) 100%, payable on the relevant Autocall
Early Redemption Date (Phoenix).
The 'Autocall Barrier (Phoenix)' of each Underlying Preference Share Reference
Asset is calculated as the Autocall Barrier Percentage(Phoenix) specified in
the table below multiplied by the Initial Price of such Underlying Preference
Share Reference Asset.
Autocall Valuation Date(s) (Phoenix) Autocall Early Redemption Date (Phoenix) Autocall Barrier Percentage(s) (Phoenix)
13 August 2026 21 August 2026 95.000%
13 November 2026 23 November 2026 90.000%
16 February 2027 24 February 2027 90.000%
13 May 2027 21 May 2027 90.000%
13 August 2027 23 August 2027 90.000%
15 November 2027 23 November 2027 85.000%
14 February 2028 22 February 2028 85.000%
15 May 2028 23 May 2028 80.000%
14 August 2028 22 August 2028 80.000%
13 November 2028 21 November 2028 75.000%
13 February 2029 21 February 2029 75.000%
14 May 2029 22 May 2029 75.000%
Early redemption in respect of the Securities
Securities may at the option of the Issuer (in the case of (i) or (ii)) or
shall (in the case of (iii)) be redeemed earlier than the scheduled redemption
date (i) if performance becomes unlawful or impracticable, (ii) following the
occurrence of an additional disruption event which may include, but not be
limited to, a change in applicable law or a currency disruption event, or
(iii) following the occurrence of the redemption the Underlying Preference
Shares (other than by scheduled redemption pursuant to its terms).
The early redemption amount due in respect of each Security will be calculated
in the same way as if the Securities were redeemed on the scheduled redemption
date save that for such purpose the final value in respect of the Underlying
Preference Share shall be its value as of the day on which it is determined
that the Security will be early redeemed, all as determined by the
determination agent in good faith and in a commercially reasonable manner.
Status of the Securities: The Securities are direct, unsubordinated and
unsecured obligations of the Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities:
Securities are offered and sold outside the United States to non-US persons in
reliance on 'Regulation S' and must comply with transfer restrictions with
respect to the United States. Securities held in a clearing system will be
transferred in accordance with the rules, procedures and regulations of that
clearing system. Subject to the foregoing, the Securities will be freely
transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf) for the
Securities to be admitted to trading on the Regulated Market of the London
Stock Exchange with effect from 20 August 2025.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
o Depending on the performance of the Underlying Preference Share, you could
lose some or all of your investment. The return on the Securities depends on
the change in value of the Underlying Preference Share, which may fluctuate up
or down depending on the performance of the Underlying Preference Share
Reference Asset(s). Past performance of the Underlying Preference Share
Reference Asset(s) should not be taken as an indication of future performance.
If the value of the Underlying Preference Share on final valuation is less
than upon initial valuation, you will lose some or all of your investment. The
Securities may drop in value after issuance and therefore if you sell them
prior to maturity in the secondary market (if any) you may lose some of your
investment.
o You are subject to the credit risk of the Issuer. As the Securities do not
constitute a deposit and are not insured or guaranteed by any government or
agency or under the UK Government credit guarantee scheme, all payments to be
made by the Issuer under the Securities are subject to its financial position
and its ability to meet its obligations. The Securities constitute
unsubordinated and unsecured obligations of the Issuer and rank pari passu
with each and all other current and future unsubordinated and unsecured
obligations of the Issuer. Further, under the Banking Act 2009, if the
relevant UK resolution authority is satisfied that the Issuer is failing or
likely to fail then, subject to certain other conditions being satisfied, the
Issuer may be subject to action taken by the resolution authority, including
potentially the write down of claims of unsecured creditors of the Issuer
(potentially including claims of investors in the Securities) and the
conversion of unsecured debt claims (potentially including the Securities) to
other instruments (e.g. equity shares), the transfer of all or part of the
Issuer's business to another entity, or other resolution measures. The
insolvency of the Issuer and/or any action taken by the resolution authority
may lead to a partial or total loss of the invested capital.
o 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.
o Risks relating to the Underlying Preference Share Reference Asset(s):
As the Underlying Preference Share Reference Assets are equity indices the
Underlying Preference Share may be subject to the risk of fluctuations in
market interest rates, currency exchange rates, equity prices, inflation, the
value and volatility of the relevant equity index, and also to economic,
financial, regulatory, political, terrorist, military or other events in one
or more jurisdictions, including factors affecting capital markets generally.
This could have an adverse effect on the value of the Underlying Preference
Share which, in turn, will have an adverse effect on the value of your
Securities.
The value of the Underlying Preference Share depends on the level of the
Underlying Preference Share Reference Asset(s) reaching or crossing a
'barrier' on a specified date. If the Underlying Preference Share Reference
Asset(s) performs in such a way so that the Final Performance of the Worst
Performing Underlying Preference Share Reference Asset is less than its
Knock-in Barrier Percentage on such specified date, the value of and return on
the Underlying Preference Share and, in turn, the Securities may be
dramatically less that if the level of the Underlying Preference Share
Reference Asset(s) had reached or crossed the 'barrier'.
You will be exposed to the performance of the Underlying Preference Share
Reference Asset which has the worst performance, rather than the basket as a
whole. Regardless of how the other Underlying Preference Share Reference
Asset(s) perform, if the worst performing Underlying Preference Share
Reference Asset fails to meet a relevant threshold or barrier, the value of
and return on the Underlying Preference Share and, in turn, the Securities may
be reduced and you could lose some or all of your investment.
· Risks of a lack of secondary market or sale in
such market: There may not be a secondary market for the Securities and,
therefore, you may not be able to sell them prior to their scheduled maturity
or only for a substantial loss.
· Reinvestment risk/loss of yield: Following an
early redemption of your Securities for any reason, you may be unable to
reinvest the redemption proceeds at an effective yield as high as the yield on
the Securities being redeemed which may have an adverse effect on your
investment prospects.
· Risks relating to potential adjustments to the
terms of the Underlying Preference Share: You will not have any rights in
respect of the Underlying Preference Share or the Underlying Preference Share
Reference Asset(s). The terms of the Underlying Preference Share may be
adjusted in respect of, for example, valuation of the Underlying Preference
Share Reference Asset(s) which may be exercised by the issuer of the
Underlying Preference Share(s) in a manner which has an adverse effect on the
market value and/or amount repayable in respect of the Securities.
Key information on the offer of securities to the public and/or the admission
to trading on a regulated market
Under which conditions and timetable can I invest in these Securities?
Terms and conditions of the offer
Not Applicable: the Securities have not been offered to the public.
Estimated total expenses of the issue and/or offer including expenses charged
to investor by issuer/offeror
The Issuer will not charge any expenses to holders in connection with any
issue of Securities. Offerors may, however, charge expenses to holders. Such
expenses (if any) will be determined by agreement between the offeror and the
holders at the time of each issue.
Who is the offeror and/or the person asking for admission to trading?
The Manager is the entity requesting for admission to trading of the
Securities.
Why is the Prospectus being produced?
Use and estimated net amount of proceeds
The net proceeds from each issue of Securities will be applied by the Issuer
for its general corporate purposes, which include making a profit and/or
hedging certain risks.
Underwriting agreement on a firm commitment basis: The offer of the Securities
is not subject to an underwriting agreement on a firm commitment basis.
Description of any interest material to the issue/offer, including conflicting
interests
Not Applicable: no person involved in the issue has any interest, or
conflicting interest, that is material to the issue of Securities.
Annex
ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE
UNDERLYING
Terms and conditions of the Underlying Preference Share
The terms and conditions of the Underlying Preference Share comprise:
(a) the general terms and conditions of preference shares,
which apply to each class of preference shares issued by the issuer of the
Underlying Preference Share in accordance with its articles of association.
Such general terms and conditions are a part of the articles of association,
and are replicated in the section headed "Terms and Conditions of the
Preference Shares" of this Document; and
(b) the following Preference Share Confirmation, which only
applies to the Underlying Preference Share and completes, supplements and/or
amends the general terms and conditions of preference shares for the purposes
of the Underlying Preference Share.
Preference Share Confirmation dated 19 August 2025
Amended 21 August 2025
TEAL INVESTMENTS LIMITED
(the "Preference Share Issuer")
(Incorporated in Jersey and independent to the Issuer)
Class PEISCB49 GBP Preference Shares linked to S&P 500 Index, EURO STOXX
50(®) Index and NIKKEI 225 Index due August 2029
(the "Preference Shares")
Issue Price: GBP 100.00 per Preference Share
This document constitutes the amended and restated Preference Share
Confirmation of the Preference Shares (the "Preference Share Confirmation" or
the "Amended and Restated Preference Share Confirmation") described herein.
This Preference Share Confirmation is supplemental to and should be read in
conjunction with the Preference Share General Conditions set forth in the
Articles of Association of the Preference Share Issuer.
Words and expressions defined in the Preference Share General Conditions and
not defined in this document shall bear the same meanings when used therein.
PART A - CONTRACTUAL TERMS
1. Class PEISCB49
2. Settlement Currency: Pound Sterling ("GBP")
3. Preference Shares:
(a) Number of Preference Shares: 1
(b) Type of Preference Shares: Equity Index Linked Preference Shares
4. Calculation Amount: GBP 100.00
5. Issue Price: GBP 100.00 per Preference Share.
6. Issue Date: 19 August 2025
7. Scheduled Redemption Date: 21 August 2029, subject to adjustment in accordance with the Business Day
Convention
Provisions relating to redemption:
(Preference Share General Condition 6 (Final redemption))
8. Underlying Performance Type: Worst-of
9. (a) Redemption Valuation Type: Phoenix without memory
Phoenix Type: Discrete Date Valuation
(b) Additional Amount: (Preference Share General Condition 7 (Determination of Not Applicable
the Additional Amount))
10. Redemption Value Barriers and Thresholds:
(a) Barrier: European
(b) Trigger Event Type: European (Final)
(c) Strike Price Percentage: 100.000%
(d) Knock-in Barrier Percentage: 65.0000%
(e) Trigger Event Observation Date: 13 August 2029
The Trigger Event Observation Date shall be deemed to be a Valuation Date for
the purposes of applying the consequences of Disrupted Days in respect of
Valuation Dates in accordance with Preference Share General Condition 11.1
(Valuation Dates).
(f) Fixed Return Barrier Percentage: Each of the percentages set out in Table 1 below in the column entitled 'Fixed
Return Barrier Percentage'.
(g) Fixed Return Percentage: 2.585%
(h) Fixed Return Valuation Date: See line Item (i) (iv) below
(i) Discrete Date Valuation Price: The Valuation Price on the following Fixed Return Valuation Date(s).
(i) Averaging-out: Not Applicable
(ii) Min Lookback-out: Not Applicable
(iii) Max Lookback-out: Not Applicable
(iv) Fixed Return Valuation Date(s): 13 November 2025, 13 February 2026, 13 May 2026, 13 August 2026, 13 November
2026, 16 February 2027, 13 May 2027, 13 August 2027, 15 November 2027, 14
February 2028, 15 May 2028, 14 August 2028, 13 November 2028, 13 February
2029, 14 May 2029 and 13 August 2029
Table 1:
Reference Asset: Fixed Return Barrier Percentage:
S&P 500 Index 75.000%
EURO STOXX 50(®) Index 75.000%
NIKKEI 225 Index 75.000%
11. Additional Amount Barriers and Thresholds: Not Applicable
11.
Additional Amount Barriers and Thresholds:
Not Applicable
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.1 (Automatic early redemption following
an Autocall Event))
12. Autocall or Autocall (bearish): Not Applicable
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.2 (Automatic early redemption following
an Autocall Event (Phoenix))
13. Autocall (Phoenix) or Autocall (Phoenix) (bearish): Autocall (Phoenix) is Applicable
Autocall Valuation Date(s) (Phoenix) Autocall Early Redemption Date (Phoenix) Autocall Barrier Percentage(s) (Phoenix)
13 August 2026 21 August 2026 95.000%
13 November 2026 23 November 2026 90.000%
16 February 2027 24 February 2027 90.000%
13 May 2027 21 May 2027 90.000%
13 August 2027 23 August 2027 90.000%
15 November 2027 23 November 2027 85.000%
14 February 2028 22 February 2028 85.000%
15 May 2028 23 May 2028 80.000%
14 August 2028 22 August 2028 80.000%
13 November 2028 21 November 2028 75.000%
13 February 2029 21 February 2029 75.000%
14 May 2029 22 May 2029 75.000%
(a) Autocall Valuation Price (Phoenix): The Valuation Price on each of the Autocall Valuation Date(s) (Phoenix)
specified in the table above
(i) Averaging-out: Not Applicable
(ii) Min Lookback-out: Not Applicable
(iii) Max Lookback-out: Not Applicable
(iv) Autocall Valuation Date(s) (Phoenix): Each of the dates specified as "Autocall Valuation Date(s) (Phoenix)" in the
table above
(b) Autocall Early Redemption Date (Phoenix): Each of the dates specified as an "Autocall Early Redemption Date (Phoenix)"
in the table above, subject to adjustment in accordance with the Business Day
Convention
(c) Autocall Barrier Percentage(s) (Phoenix): Each of the percentages specified as "Autocall Barrier Percentage(s)
(Phoenix)" in the table above
14. Issuer Early Redemption Option: Applicable
15. Investor Early Redemption Option: Applicable
(a) Autocall Valuation Price (Phoenix):
The Valuation Price on each of the Autocall Valuation Date(s) (Phoenix)
specified in the table above
(i) Averaging-out:
Not Applicable
(ii) Min Lookback-out:
Not Applicable
(iii) Max Lookback-out:
Not Applicable
(iv) Autocall Valuation Date(s) (Phoenix):
Each of the dates specified as "Autocall Valuation Date(s) (Phoenix)" in the
table above
(b) Autocall Early Redemption Date (Phoenix):
Each of the dates specified as an "Autocall Early Redemption Date (Phoenix)"
in the table above, subject to adjustment in accordance with the Business Day
Convention
(c) Autocall Barrier Percentage(s) (Phoenix):
Each of the percentages specified as "Autocall Barrier Percentage(s)
(Phoenix)" in the table above
14.
Issuer Early Redemption Option:
Applicable
15.
Investor Early Redemption Option:
Applicable
Provisions relating to the Reference Asset(s):
16. Reference Asset(s):
(a) Share(s): Not Applicable
(b) Equity Indices: Each Equity Index set out in Table 2 below in the column entitled 'Equity
Index'.
(i) Exchange(s): Each Exchange set out in Table 2 below in the column entitled 'Exchange'.
(ii) Related Exchange(s): Each Related Exchange set out in Table 2 below in the column entitled 'Related
Exchange'.
(iii) Bloomberg Screen: Each Bloomberg Screen set out in Table 2 below in the column entitled
'Bloomberg Screen'.
(iv) Refinitiv Screen Page: Each Refinitiv Screen Page set out in Table 2 below in the column entitled
'Refinitiv Screen Page'
(v) Index Sponsor(s): Each Index Sponsor set out in Table 2 below in the column entitled 'Index
Sponsor'.
(vi) Valuation Time: As specified in Preference Share General Condition 31 (Definitions and
interpretation).
Table 2
i Equity Index Initial Price Exchange Related Exchange Bloomberg Screen Refinitiv Screen page Index Sponsor
1 S&P 500 Index 6,466.58 New York Stock Exchange All Exchanges SPX .SPX S&P Dow Jones Indices LLC
Relevant Price: Closing Price
2 EURO STOXX 50(®) Index 5,388.25 Eurex Deutschland All Exchanges SX5E .STOXX50E STOXX Limited
Relevant Price: Closing Price
3 NIKKEI 225 Index 42,649.26 Tokyo Stock Exchange All Exchanges NKY .N225 Nikkei Inc.
Relevant Price: Closing Price
17. Initial Price: In respect of each Reference Asset, the Relevant Price on the Initial
Valuation Date, as set out in the table above in the column entitled 'Initial
Price'.
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: In respect of a Reference Asset(i), (where (i) = 1, 2) 13 August 2025, (where
(i) = 3) 14 August 2025.
18. Final Valuation Price: The Valuation Price on the Final Valuation Date
(a) Averaging-out: Not Applicable
(b) Min Lookback-out: Not Applicable
(c) Max Lookback-out: Not Applicable
(d) Final Valuation Date: 13 August 2029
17.
Initial Price:
In respect of each Reference Asset, the Relevant Price on the Initial
Valuation Date, as set out in the table above in the column entitled 'Initial
Price'.
(a) Averaging-in:
Not Applicable
(b) Min Lookback-in:
Not Applicable
(c) Max Lookback-in:
Not Applicable
(d) Initial Valuation Date:
In respect of a Reference Asset(i), (where (i) = 1, 2) 13 August 2025, (where
(i) = 3) 14 August 2025.
18.
Final Valuation Price:
The Valuation Price on the Final Valuation Date
(a) Averaging-out:
Not Applicable
(b) Min Lookback-out:
Not Applicable
(c) Max Lookback-out:
Not Applicable
(d) Final Valuation Date:
13 August 2029
Provisions relating to disruption events and taxes and expenses:
19. Consequences of a Disrupted Day (in respect of an Averaging Date, Lookback Not Applicable
Date or Trigger Event Observation Date): (Preference Share General Condition
11.2 (Averaging Dates, Lookback Dates and Trigger Event Observation Dates))
20. FX Disruption Event: (Preference Share General Condition 15 (FX Disruption Not Applicable
Event))
21. Local Jurisdiction Taxes and Expenses: (Preference Share General Condition 16 Not Applicable
(Local Jurisdiction Taxes and Expenses))
22. Additional Disruption Events: (Preference Share General Condition 14
(Adjustment or early redemption following an Additional Disruption Event))
(a) Change in Law: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
Change in Law - Materially Increased Costs: Applicable
(b) Currency Disruption Event: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(c) Hedging Disruption: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(d) Extraordinary Market Disruption: Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(e) Increased Cost of Hedging: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(f) Affected Jurisdiction Hedging Disruption: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(g) Affected Jurisdiction Increased Cost of Hedging: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(h) Increased Cost of Stock Borrow: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(i) Loss of Stock Borrow: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(j) Foreign Ownership Event Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
(k) Fund Disruption Event: Not Applicable as per Preference Share General Condition 31 (Definitions and
interpretation)
23. Early Cash Settlement Amount: Market Value
24. Unwind Costs: Applicable
25. Market Disruption of connected Futures Contracts: Not Applicable
General Provisions:
26. Form of Preference Shares: Uncertificated registered securities
27. Trade Date: 13 August 2025
28. Early Redemption Notice Period Number: As specified in Preference Share General Condition 31 (Definitions and
interpretation)
29. Business Day: As defined in Preference Share General Condition 31 (Definitions and
interpretation)
30. Business Day Convention: Following
31. Determination Agent: Barclays Bank PLC
32. Registrar: Maples Fiduciary Services (Jersey) Limited
33. Relevant Benchmarks: Amounts payable under the Securities may be calculated by reference to S&P
500 Index which is provided by S&P Dow Jones Indices LLC (the
"Administrator"). As at the date of this Preference Share Confirmation, 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 S&P Dow Jones Indices LLC is not
currently required to obtain authorisation or registration (or, if located
outside the United Kingdom, recognition, endorsement or equivalence).
Amounts payable under the Securities may be calculated by reference to EURO
STOXX 50(®) Index which is provided by STOXX Limited (the "Administrator").
As at the date of this Preference Share Confirmation, 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).
Amounts payable under the Securities may be calculated by reference to NIKKEI
225 Index which is provided by Nikkei Inc. (the "Administrator"). As at the
date of this Preference Share Confirmation, 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 Nikkei Inc. 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
The Preference Shares are not listed on any stock exchange.
(2) PERFORMANCE OF REFERENCE ASSET AND OTHER INFORMATION CONCERNING THE REFERENCE
ASSET
Bloomberg screen: SPX in respect of S&P 500 Index; Refinitiv Screen Page:
.SPX.
Bloomberg screen: SX5E in respect of EURO STOXX 50(®) Index; Refinitiv Screen
Page: .STOXX50E.
Bloomberg screen: NKY in respect of NIKKEI 225 Index; Refinitiv Screen Page:
.N225.
Index Disclaimer: See Annex hereto
ANNEX - INDEX DISCLAIMERS
S&P 500 Index (the "Index")
The Index is a product of S&P Dow Jones Indices LLC or its affiliates
("SPDJI"), and has been licensed for use by the Issuer. Standard &
Poor's®, S&P® and S&P 500® are registered trademarks of Standard
& Poor's Financial Services LLC ("S&P"); Dow Jones® is a registered
trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these
trademarks have been licensed for use by SPDJI and sublicensed for certain
purposes by the Issuer. It is not possible to invest directly in an index. The
Securities are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones,
S&P, any of their respective affiliates (collectively, "S&P Dow Jones
Indices"). S&P Dow Jones Indices does not make any representation or
warranty, express or implied, to the owners of the Securities or any member of
the public regarding the advisability of investing in securities generally or
in the Securities particularly or the ability of the Index to track general
market performance. Past performance of an index is not an indication or
guarantee of future results. S&P Dow Jones Indices' only relationship to
the Issuer with respect to the Index is the licensing of the Index and certain
trademarks, service marks and/or trade names of S&P Dow Jones Indices
and/or its licensors. The Index is determined, composed and calculated by
S&P Dow Jones Indices without regard to the Issuer or the Securities.
S&P Dow Jones Indices has no obligation to take the needs of the Issuer or
the owners of the Securities into consideration in determining, composing or
calculating the Index. S&P Dow Jones Indices is not responsible for and
has not participated in the determination of the prices, and amount of the
Securities or the timing of the issuance or sale of the Securities or in the
determination or calculation of the equation by which the Securities is to be
converted into cash, surrendered or redeemed, as the case may be. S&P Dow
Jones Indices has no obligation or liability in connection with the
administration, marketing or trading of the Securities. There is no assurance
that investment products based on the Index will accurately track index
performance or provide positive investment returns. S&P Dow Jones Indices
LLC is not an investment or tax advisor. A tax advisor should be consulted to
evaluate the impact of any tax-exempt securities on portfolios and the tax
consequences of making any particular investment decision. Inclusion of a
security within an index is not a recommendation by S&P Dow Jones Indices
to buy, sell, or hold such security, nor is it considered to be investment
advice.
NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR GUARANTEES THE
ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY
DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL
OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR
LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES
INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR
AS TO RESULTS TO BE OBTAINED BY THE ISSUER, OWNERS OF THE SECURITIES, OR ANY
OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA
RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER
SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,
LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE ISSUER,
OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
EUROSTOXX 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.
NIKKEI 225 Index (the "Index")
The Securities are not sponsored, endorsed, sold, or promoted by the Index or
the Index Sponsor and no Index Sponsor makes any representation whatsoever,
whether express or implied, either as to the results to be obtained from the
use of the Index and/or the levels at which the Index stands at any particular
time on any particular date or otherwise. No Index or Index Sponsor shall be
liable (whether in negligence or otherwise) to any person for any error in the
Index and the Index Sponsor is under no obligation to advise any person of any
error therein. No Index Sponsor is making any representation whatsoever,
whether express or implied, as to the advisability of purchasing or assuming
any risk in connection with the Securities. The Issuer shall have no liability
to the Securityholders for any act or failure to act by the Index Sponsor in
connection with the calculation, adjustment, or maintenance of the Index. None
of the Issuer, the Determination Agent or any of their respective affiliates
has any affiliation with or control over the Index or Index Sponsor or any
control over the computation, composition or dissemination of the Index.
Although the Determination Agent will obtain information concerning the Index
from publicly available sources it believes reliable, it will not
independently verify this information. Accordingly, no representation,
warranty, or undertaking (express or implied) is made and no responsibility is
accepted by the Issuer, its affiliates, or the Determination Agent as to the
accuracy, completeness, and timeliness of information concerning the Index.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
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