CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
|
|
Maximum Aggregate Offering Price
|
|
Amount of Registration Fee
(1)
|
|
|
|
|
|
Global Medium-Term Notes, Series A
|
|
$9,135,000
|
|
$1,246.01
|
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Pricing Supplement to the Prospectus dated July 19, 2013, to
the Prospectus Supplement dated July 19, 2013 and to the Index Supplement dated July 19, 2013.
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-190038
|
Barclays Bank PLC
|
|
$9,135,000
Leveraged S&P 500
®
Index-Linked Global Medium-Term Notes, Series A, due 2015
E-8085
The notes will not bear interest.
The amount that you will be paid on your notes on the stated maturity date (August 10, 2015) is based on the performance of the S&P 500
®
Index (which we refer to as the index or underlier) as measured from the trade date to and including the determination date (August 5, 2015). If the final underlier level (defined below) on the determination date is greater than the initial underlier level, the return on your notes will be positive, subject to the maximum settlement amount (equal to $1,221.40 for each $1,000 face amount of your notes) and will be calculated in the manner set forth below.
If the final underlier level declines from the initial underlier level, the return on your notes will be negative. You could lose your entire investment in the notes. Any payment on the notes is subject to the credit risk of Barclays Bank PLC.
To determine your payment at maturity, we will calculate the underlier return, which is the percentage increase or decrease in the final underlier level from the initial underlier level. On the stated maturity date, for each $1,000 face amount of your notes, you will receive an amount in cash equal to:
·
if the underlier return is
positive
(the final underlier level is
greater than
the initial underlier level), the
sum
of (i) $1,000
plus
(ii) the
product
of (a) $1,000
times
(b) 3.0
times
(c) the underlier return, subject to the maximum settlement amount; or
·
if the underlier return is
zero
or
negative
(the final underlier level is
equal to
or
less than
the initial underlier level), the
sum
of (i) $1,000
plus
(ii) the
product
of (a) the underlier return
times
(b) $1,000. If the underlier return is negative, you will receive less than $1,000.
Because we have provided only a brief summary of the terms of your notes above, you should read the detailed description of the terms of the notes found in
Summary Information
on page PS-1 in this pricing supplement.
Your investment in the notes involves certain risks, including among other things, our credit risk. See
Risk Factors beginning on page S-6 of the accompanying prospectus supplement; the Risk Factors beginning on page IS-2 of the accompanying index supplement; and the
Additional Risk Factors Specific to Your Notes
on page PS-11 of this pricing supplement so that you may better understand those risks.
|
|
Initial Issue Price
|
|
Price to Public
|
|
Agents Commission
|
|
Proceeds to Barclays Bank PLC
|
Per Note
|
|
$1,000 (face amount)
|
|
100% of face amount
|
|
2.00% of face amount
|
|
98.00% of face amount
|
Total
|
|
$9,135,000
|
|
$9,135,000
|
|
$182,700
|
|
$8,952,300
|
Our estimated value of the notes on the trade date, based on our internal pricing models, is $968.30 per note. The estimated value is less than the initial issue price of the notes. See
Additional Information Regarding Our Estimated Value of the notes
on page PS-1 of this pricing supplement.
Barclays Capital Inc. will receive commissions from the issuer equal to 2.00% of the face amount of the notes, or $20.00 per $1,000 face amount of your notes, and may retain all or a portion of these commissions or use all or a portion of these commissions to pay selling concessions or fees to other dealers.
The notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.
Barclays Bank PLC may use this pricing supplement in the initial sale of the notes. In addition, Barclays Capital Inc. or any other affiliate of Barclays Bank PLC may use this pricing supplement in a market-making transaction in a note after its initial sale.
Unless
Barclays Bank PLC
or its agent informs the purchaser otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction.
Pricing Supplement dated August 5, 2013
ADDITIONAL RISK FACTORS SPECIFIC TO YOUR NOTES
|
An investment in your notes is subject to the risks described below, as well as the risks described under the Risk Factors section of the prospectus supplement, including the risk factors discussed under the following headings: Risk FactorsRisks Relating to All Securities; Risk FactorsAdditional Risks Relating to Notes Which Are Not Characterized as Being Fully Principal Protected or Are Characterized as Being Partially Protected or Contingently Protected; Risk FactorsAdditional Risks Relating to Notes Which Pay No Interest or Pay Interest at a Low Rate; and Risk FactorsAdditional Risks Relating to Securities with Reference Assets That Are Equity Securities or Shares or Other Interests in Exchange-Traded Funds, That Contain Equity Securities or Shares or Other Interests in Exchange-Traded Funds or That Are Based in Part on Equity Securities or Shares or Other Interests in Exchange-Traded Funds. Your notes are a riskier investment than ordinary debt securities. Also, your notes are not equivalent to investing directly in the underlier stocks, i.e. the stocks comprising the underlier to which your notes are linked. You should carefully consider whether the offered notes are suited to your particular circumstances.
|
|
You May Lose Your Entire Investment in the Notes
You can lose your entire investment in the notes. The cash payment on your notes, if any, on the stated maturity date will be based on the performance of the S&P 500
®
Index as measured from the initial underlier level set on the trade date to the closing level of the underlier on the determination date (also referred to as the final underlier level). If the final underlier level is less than the initial underlier level, you will have a loss for each $1,000 of the face amount of your notes equal to the
product
of the underlier return
times
$1,000. Thus, you may lose your entire investment in the notes, which would include any premium to face amount you paid when you purchased the notes.
Also, the market price of your notes prior to the stated maturity date may be significantly lower than the purchase price you pay for your notes. Consequently, if you sell your notes before the stated maturity date, you may receive far less than the amount of your investment in the notes.
The Potential for the Value of Your Notes to Increase Will Be Limited
Your ability to participate in any change in the value of the underlier over the life of your notes will be limited because of the cap level. The maximum settlement amount will limit the cash settlement amount you may receive for each of your notes at maturity, no matter how much the level of the underlier may rise beyond the cap level over the life of your notes. Accordingly, the amount payable for each of your notes may be significantly less than it would have been had you invested directly in the underlier.
PS-11
Credit of Issuer
The notes are senior unsecured debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the notes depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. In the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the notes.
Lack of Liquidity
The notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely to make a secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the notes. The notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your notes to maturity.
If You Purchase Your Notes at a Premium to Face Amount, the Return on Your Investment Will Be Lower Than the Return on Notes Purchased at Face Amount and the Impact of Certain Key Terms of the Notes Will be Negatively Affected
The cash settlement amount will not be adjusted based on the issue price you pay for the notes. If you purchase notes at a price that differs from the face amount of the notes, then the return on your investment in such notes held to the stated maturity date will differ from, and may be substantially less than, the return on notes purchased at face amount. If you purchase your notes at a premium to face amount and hold them to the stated maturity date the return on your investment in the notes will be lower than it would have been had you purchased the notes at face amount or a discount to face amount. In addition, the impact of the cap level on the return on your investment will depend upon the price you pay for your notes relative to face amount. For example, if you purchase your notes at a premium to face amount, the cap level will only permit a lower percentage increase in your investment in the notes than would have been the case for notes purchased at face amount or a discount to face amount.
The Cash Settlement Amount Payable at Maturity of Your Notes is Not Based on the Level of the Underlier at Any Time Other than the Closing Level on the Determination Date
The final underlier level will be based solely on the closing level of the underlier on the determination date. Therefore, if the closing level of the underlier dropped precipitously on the determination date, the cash settlement amount payable at maturity, if any, that you will receive for your notes may be significantly less than it would otherwise have been had the cash settlement amount payable at maturity been linked to the level of the underlier prior to such drop. Although, the actual level of the underlier on the stated maturity date
PS-12
or at other times during the life of your notes may be higher than the final underlier level, you will not benefit from the closing level of the underlier at any other time other than on the determination date.
Market Disruption Events and Adjustments
The determination date, the stated maturity date and the cash settlement amount payable at maturity are subject to adjustment as described in the following sections of the accompanying prospectus supplement: Reference AssetsIndicesMarket Disruption Events for Securities with the Reference Asset Comprised of an Index or Indices of Equity Securities; and Reference AssetsIndicesAdjustments Relating to Securities with the Reference Asset Comprised of an Index.
Exposure to the U.S. Equities Underlying the Underlier
The return on the notes is linked to the performance of the underlier as measured from the initial underlier level to the final underlier level, as described in this pricing supplement. The underlier consists of 500 component stocks selected to provide a performance benchmark for the U.S. equity markets. For additional information regarding the underlier, see The Underlier on page PS-16 of this pricing supplement
.
No Interest or Dividend Payments or Voting Rights
As a holder of the notes, you will not receive interest payments. As a result, even if the amount payable on the stated maturity date exceeds the principal amount of your notes, the overall return you earn on your notes may be less than you would have earned by investing in a non-index-linked debt security of comparable maturity that bears interest at a prevailing market rate. In addition, as a holder of the notes, you will not have voting rights or receive cash dividends or other distributions or other rights that holders of the underlier stocks would have.
The Estimated Value of Your Notes Might be Lower if Such Estimated Value Were Based on the Levels at Which Our Debt Securities Trade in the Secondary Market
The estimated value of your notes provided in this pricing supplement is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated value referenced above may be lower if such estimated value were based on the levels at which our benchmark debt securities trade in the secondary market.
The Estimated Value of Your Notes is Lower than the Initial Issue Price of Your Notes
The estimated value of your notes provided in this pricing supplement is lower than the initial issue price of your notes. The difference between the initial issue price of your notes and the estimated value of the notes is as a result of certain factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection
PS-13
with structuring the notes, the estimated cost which we may incur in hedging our obligations under the notes, and expected development and other costs which we may incur in connection with the notes.
The Estimated Value of the Notes is Based on Our Internal Pricing Models, Which May Prove to be Inaccurate and May Be Different from the Pricing Models of Other Financial Institutions
The estimated value of your notes provided in this pricing supplement is based on our internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial institutions pricing models and the methodologies used by us to estimate the value of the notes may not be consistent with those of other financial institutions which may be purchasers or sellers of notes in the secondary market. As a result, the secondary market price of your notes may be materially different from the estimated value of the notes determined by reference to our internal pricing models.
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than the Initial Issue Price of Your Notes and May Be Lower Than the Estimated Value of Your Notes
The estimated value of the notes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your notes in the secondary market at any time will be influenced by many factors that cannot be predicted, such as market conditions (described below under Many Economic and Market Factors Will Impact the Value of Your Notes), and any bid and ask spread for similar sized trades, and may be substantially less than our estimated value of the notes. Further, as secondary market prices of your notes take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related to the notes such as fees, commissions, discounts, and the costs of hedging our obligations under the notes, secondary market prices of your notes will likely be lower than the initial issue price of your notes. As a result, the price, at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your notes, and any sale prior to the maturity date could result in a substantial loss to you.
PS-14
The Temporary Price at Which We May Initially Buy The Notes in the Secondary Market And the Value We May Initially Use for Customer Account Statements, If We Provide Any Customer Account Statements At All, May Not Be Indicative of Future Prices of Your Notes
Assuming that all relevant factors remain constant after the trade date, the price at which Barclays Capital Inc. may initially buy or sell the notes in the secondary market (if Barclays Capital Inc. makes a market in the notes, which it is not obligated to do) and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value of the notes on the trade date, as well as the secondary market value of the notes, for a temporary period after the initial issue date of the notes. The price at which Barclays Capital Inc. may initially buy or sell the notes in the secondary market and the value that we may initially use for customer account statements may not be indicative of future prices of your notes.
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect Your Notes in Various Ways and Create Conflicts of Interest
We and our affiliates establish the offering price of the notes for initial sale to the public (which we refer to as the price to public), and the price to public is not based upon any independent verification or valuation. Additionally, the role played by Barclays Capital Inc., as a dealer in the notes, could present it with significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution of the notes and such compensation or financial benefit may serve as an incentive to sell these notes instead of other investments. We may pay dealer compensation to any of our affiliates acting as agents or dealers in connection with the distribution of the notes. Furthermore, we and our affiliates make markets in and trade various financial instruments or products for their own accounts and for the account of their clients and otherwise provide investment banking and other financial services with respect to these financial instruments and products. These financial instruments and products may include securities, instruments or assets that may serve as the underliers, basket underliers or constituents of the underliers of the notes. In addition, we and our affiliates may enter into certain transactions in order to hedge our obligations under the notes. Such market making, trading activities, hedging activities, other investment banking and financial services may negatively impact the value of the notes. Furthermore, in any such market making, trading activities, hedging activities and other services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the investment objectives of the holders of the notes. In addition to these activities, we also act as the calculation agent of the notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the notes into account in conducting these activities.
Many Economic and Market Factors Will Impact the Value of Your Notes
In addition to the level of the underlier, the value of the notes will be affected by a number of economic and market factors that may either offset or magnify each other, including: the expected volatility of the underlier; the time to maturity of the notes; the dividend rate on the underlier stocks; interest and yield rates in the market generally; a variety of economic, financial, political, regulatory or judicial events; and our creditworthiness, including actual or anticipated downgrades in our credit ratings.
The Tax Treatment of the Notes is Uncertain
The U.S. federal income tax treatment of the notes is uncertain and the Internal Revenue Service could assert that the notes should be taxed in a manner that is different than described above. As discussed
PS-15
further in the accompanying prospectus supplement, the Internal Revenue Service issued a notice in 2007 indicating that it and the Treasury Department are actively considering whether, among other issues, you should be required to accrue interest over the term of an instrument such as the notes and whether all or part of the gain you may recognize upon the sale or maturity of an instrument such as the notes should be treated as ordinary income. Similarly, the Internal Revenue Service and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts and contingent notional principal contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such as the notes (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could in any case increase the likelihood that you will be required to accrue income over the term of an instrument such as the notes even though you will not receive any payments with respect to the notes until maturity. The outcome of this process is uncertain. You should consult your tax advisor as to the possible alternative treatments in respect of the notes.
THE UNDERLIER
All information regarding the underlier set forth in this pricing supplement reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (S&P Dow Jones). The underlier is calculated, maintained and published by S&P Dow Jones.
The underlier is reported by Bloomberg under the ticker symbol SPX <Index>.The underlier is intended to provide an indication of the pattern of stock price movement in the U.S. equities market. The daily calculation of the level of the underlier, discussed in further detail in the accompanying index supplement, is based on the aggregate market value of the common stocks of 500 leading companies in leading industries of the U.S. economy as of a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943.
The above information supplements the description of the underlier found in the accompanying index supplement. For more details about the underlier, the index sponsor and license agreement between the index sponsor and the issuer, as well as certain risk factors that you should consider, see Reference Assets--Non-Proprietary Indices-Equity Indices-S&P 500 Index and Risk Factors on page IS-36 and IS-2, respectively, of the accompanying index supplement.
Standard & Poors
®
, S&P 500
®
and S&P
®
are registered trademarks of Standard & Poors Financial Services, LLC (S&P) and Dow Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (Dow Jones). Standard & Poors
®
, S&P 500
®
, and S&P
®
are registered trademarks of S&P and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by Barclays Bank PLC. The underlier is a product of S&P Dow Jones Indices LLC, and has been licensed for use by Barclays Bank PLC. Barclays Bank PLCs notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or their respective affiliates and neither S&P Dow Jones Indices LLC, Dow Jones, S&P or their respective affiliates make any representation regarding the advisability of investing in such notes.
Historical High, Low and Closing Levels of the Underlier
The closing level of the underlier has fluctuated in the past and may, in the future, experience significant fluctuations. Any historical upward or downward trend in the closing level of the underlier during any period shown below is not an indication that the underlier is more or less likely to increase or decrease at any time during the life of your notes.
PS-16
You should not take the historical levels of the underlier as an indication of the future performance of the underlier.
We cannot give you any assurance that the future performance of the underlier or the underlier stocks will result in your receiving an amount greater than the outstanding face amount of your notes on the stated maturity date.
Neither we nor any of our affiliates make any representation to you as to the performance of the underlier. The actual performance of the underlier over the life of the offered notes, as well as the cash settlement amount, may bear little relation to the historical levels shown below.
The table below shows the high, low and final closing levels of the underlier for each of the four calendar quarters in 2008, 2009, 2010, 2011 and 2012 and the first three calendar quarters of 2013 (through August 5, 2013). We obtained the closing levels listed in the table below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg, L.P.
_________________
Quarterly High, Low and Closing Levels of the Underlier
|
High
|
Low
|
Close
|
2008
|
|
|
|
Quarter ended March 31
|
1,447.16
|
1,273.37
|
1,322.70
|
Quarter ended June 30
|
1,426.63
|
1,278.38
|
1,280.00
|
Quarter ended September 30
|
1,305.32
|
1,106.39
|
1,166.36
|
Quarter ended December 31
|
1,161.06
|
752.44
|
903.25
|
2009
|
|
|
|
Quarter ended March 31
|
934.70
|
676.53
|
797.87
|
Quarter ended June 30
|
946.21
|
811.08
|
919.32
|
Quarter ended September 30
|
1,071.66
|
879.13
|
1,057.08
|
Quarter ended December 31
|
1,127.78
|
1,025.21
|
1,115.10
|
2010
|
|
|
|
Quarter ended March 31
|
1,174.17
|
1,056.74
|
1,169.43
|
Quarter ended June 30
|
1,217.28
|
1,030.71
|
1,030.71
|
Quarter ended September 30
|
1,148.67
|
1,022.58
|
1,141.20
|
Quarter ended December 31
|
1,259.78
|
1,137.03
|
1,257.64
|
2011
|
|
|
|
Quarter ended March 31
|
1,343.01
|
1,256.88
|
1,325.83
|
Quarter ended June 30
|
1,363.61
|
1,265.42
|
1,320.64
|
Quarter ended September 30
|
1,353.22
|
1,119.46
|
1,131.42
|
Quarter ended December 31
|
1,285.09
|
1,099.23
|
1,257.60
|
2012
|
|
|
|
Quarter ended March 31
|
1,416.51
|
1,277.06
|
1,408.47
|
Quarter ended June 30
|
1,419.04
|
1,278.04
|
1,362.16
|
Quarter ended September 30
|
1,465.77
|
1,334.76
|
1,440.67
|
Quarter ended December 31
|
1,461.40
|
1,353.33
|
1,426.19
|
2013
|
|
|
|
Quarter ended March 31
|
1,569.19
|
1,457.15
|
1,569.19
|
Quarter ended June 30
|
1,669.16
|
1,541.61
|
1,606.28
|
Quarter ending September 30 (through August 5, 2013)
|
1,709.67
|
1,614.08
|
1,707.14
|
PS-17
The following graph sets forth the historical performance of the underlier based on the daily closing levels from January 1, 2008 through August 5, 2013. The closing level of the underlier on August 1, 2013 was 1,707.14.
PS-18