RNS Number : 9934Q
Barclays Bank PLC
20 December 2024
 

Publication of Notice to the Holders of Securities

BARCLAYS BANK PLC

 

Notice to holders of GBP 3,500,000 Securities due December 2026 pursuant to the GSSP Base Prospectus 2 dated 23 August 2022 (the "Base Prospectus")

Series: NX00342743| ISIN:  XS2441831232

under the Global Structured Securities Programme

This notice relates to the original final terms for ISIN XS2441831232 dated 20 October 2022 (the "Original Final Terms"), which are being replaced by the amended and restated final terms dated 19 December 2024 (the "Amended and Restated Final Terms").

 

1)     In Part A of the Final Terms, Table 2 under the section entitled Provisions relating to Automatic Redemption (Autocall), the first Autocall Redemption Date has been replaced so that the table now reads as follows:

 

Autocall Valuation Date(s):

Autocall Redemption Date(s):

16 December 2024

02 January 2025

15 December 2025

31 December 2025

 

 

 

2)     In the summary to the Final Terms under the section entitled "Automatic Redemption (Autocall)", the table has been amended to replace the first Autocal Redemption Date set out in the column entitled "Autocall Redemption Date(s)" so that this table now reads as follows:

Autocall Valuation Date

Autocall Redemption Date

Autocall Barrier

16 December 2024

02 January 2025

100.00% of the Initial Price

15 December 2025

31 December 2025

100.00% of the Initial Price

 

The above amendments do not affect the Conditions of the Securities in any respect. The rest of the Original Final Terms remains unchanged.

Capitalised terms used but not otherwise defined herein shall have the meanings given to them in the Amended and Restated Final Terms, as read in conjunction with the GSSP Base Prospectus 2  dated 23 August 2022.

 

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 19 December 2024.

 

DISCLAIMER - INTENDED ADDRESSEES

 

IMPORTANT: The following disclaimer applies to the Amended and Restated Final Terms, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Amended and Restated Final Terms, or the Base Prospectus which the Amended and Restated Final Terms must be read in conjunction with.

NEITHER THE AMENDED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS AND BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMENDED AND RESTATED FINAL TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH offers or solicitations are not permitted by law. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

Please note that the information contained in the Amended and Restated Final Terms and Base Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (as specified in the Amended and Restated Final Terms and Base Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Amended and Restated Final Terms and Base Prospectus is not addressed. Prior to relying on the information contained in the Amended and Restated Final Terms and Base Prospectus you must ascertain whether or not you are part of the intended addressees of the information contained therein.

Confirmation of your Representation: In order to be eligible to view the Amended and Restated Final Terms and Base Prospectus or make an investment decision with respect to the Securities, you must be a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) and by accessing the Amended and Restated Final Terms and Base Prospectus you shall be deemed to have represented that (i) you and any customers you represent are not U.S. persons (as defined in Regulation S to the Securities Act) and (ii) you consent to delivery of the Amended and Restated Final Terms and Base Prospectus and any amendments or supplements thereto via electronic transmission.

You are reminded that the Amended and Restated Final Terms and Base Prospectus have been made available to you on the basis that you are a person into whose possession the Amended and Restated Final Terms and Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Amended and Restated Final Terms or Base Prospectus, electronically or otherwise, to any other person.

The Amended and Restated Final Terms and Base Prospectus have been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, its advisers nor any person who controls any of them nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Amended and Restated Final Terms and Base Prospectus made available to you in electronic format and the hard copy versions available to you on request from the Issuer.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, the "EU MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of the EU MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO SWISS RETAIL INVESTORS - The Securities are not intended to be offered, sold or otherwise made available to and may not be offered, sold or otherwise made available to any retail investor in Switzerland. For these purposes a "retail investor" means a person who is not a professional or institutional client, as defined in article 4 para. 3, 4 and 5 and article 5 para. 1 and 2 Swiss Federal Act on Financial Services of 15 June 2018, as amended ("FINSA"). Consequently, no key information document required by FINSA for offering or selling the Securities or otherwise making them available to retail investors in Switzerland has been prepared and therefore, offering or selling the Securities or making them available to retails investors in Switzerland may be unlawful under FINSA.

The Securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("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.

Apart from the standard(s) specified below (see section "Use of proceeds"), the Securities are not intended to satisfy, in whole or in part, any other present or future taxonomies, standards and/or other regulatory or index inclusion criteria or voluntary guidelines with which such investor or its investments may be expected to comply, for example including (without limitation), the Securities may not qualify for the EU Green Bond label; and they may not take into account any of the EU criteria for environmentally sustainable investments, including as set out under the Regulation of the European Parliament and of the Council on the Establishment of a Framework to Facilitate Sustainable Investment (Regulation (EU) 2020/852) (or the UK equivalent).

Amended and Restated Final Terms

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573

GBP 3,500,000 Securities due December 2026 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities")

Issue Price: 100 per cent.

This document constitutes the amended and restated final terms of the Securities (the "Final Terms" or the "Amended and Restated Final Terms") described herein for the purposes of Article 8 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) and regulations made thereunder (as amended, the "UK Prospectus Regulation") and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Amended and Restated Final Terms complete and should be read in conjunction with GSSP Base Prospectus 2 which constitutes a base prospectus drawn up as separate documents (including the Registration Document dated 7 March 2022, as supplemented on 30 March 2022, 24 May 2022, 11 August 2022 and the Securities Note relating to the GSSP Base Prospectus 2 dated 23 August 2022) 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://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. Words and expressions defined in the Base Prospectus and not defined in the Final Terms shall bear the same meanings when used herein.

The Registration Document and the supplements thereto are available for viewing at: https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocument and https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/#registrationdocumentsupplement.

BARCLAYS

Amedned and Restated Final Terms dated 19 December 2024

(replacing the Final Terms dated 20 October 2022)

 

 

PART A - CONTRACTUAL TERMS

1.        

(a)

Series number:

NX00342743


(b)

Tranche number:

1

2.        


Currencies:



(a)

Issue Currency:

Pounds sterling ("GBP")


(b)

Settlement Currency:

GBP

3.        


Securities:

Notes

4.        


Notes:

Applicable


(a)

Aggregate Nominal Amount as at the Issue Date:




(i)       Tranche:

GBP 3,500,000



(ii)      Series:

GBP 3,500,000


(b)

Specified Denomination:

GBP 1


(c)

Minimum Tradable Amount:

Not Applicable

5.        


Certificates:

Not Applicable

6.        


Calculation Amount:

GBP 1

7.        


Issue Price:

100% of the Aggregate Nominal Amount




The Issue Price includes a commission element payable by the Issuer to the Authorised Offeror which will be no more than 1.40% of the Issue Price and relates solely to the, arrangement, and custody of the Securities by the Authorised Offeror.

Investors in the Securities intending to invest through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof.

8.        


Issue Date:

3 January 2023

9.        


Scheduled Redemption Date:

31 December 2026

10.     


Underlying Performance Type:

Single Asset

 

Provisions relating to interest (if any) payable

11.     


Interest Type:

Fixed

12.     

(a)

Fixed Interest Type:

Fixed Amount


(b)

Fixed Interest Rate:

0.605 per cent.


(c)

Floating Rate Determination - CMS Rate:

Not Applicable


(d)

Floating Rate Determination - Reference Rate:

Not Applicable


(e)

Margin:

Not Applicable


(f)

Minimum/Maximum Interest Rate:

Not Applicable


(g)

Fixed Interest Determination Date(s):

The dates set out in Table 1 below in the column entitled 'Interest Determination Date(s)'.


(h)

Fixing Business Day:

Not Applicable


(i)

Interest Valuation Date(s):

Not Applicable


(j)

Interest Payment Date(s):

The dates set out in Table 1 below in the column entitled 'Interest Payment Date(s)', subject to adjustment in accordance with the Business Day Convention.


(k)

T:

Not Applicable


(l)

Observation Date(s):

Not Applicable


(m)

Interest Barrier Percentage:

Not Applicable


(n)

Lower Barrier Percentage:

Not Applicable


(o)

Upper Barrier:

Not Applicable


(p)

Knock-out Barrier Percentage:

Not Applicable


(q)

Day Count Fraction:

Not Applicable


(r)

Interest Period End Dates:

Not Applicable


(s)

Interest Commencement Date:

Not Applicable


Table 1


Final Valuation Date

Scheduled Redemption Date

 

 

Provisions relating to Automatic Redemption (Autocall)

13.     


Automatic Redemption (Autocall):

Applicable

14.     

(a)

Autocall Barrier Percentage:

100.00 per cent.


(b)

Autocall Valuation Date(s):

Each date set out in Table  2 below in the column entitled 'Autocall Valuation Date'.


(c)

Autocall Redemption Date(s):

Each date set out in Table 2 below in the column entitled 'Autocall Redemption Date', subject to adjustment in accordance with the Business Day Convention .



Table 2




 

Autocall Valuation Date(s):

Autocall Redemption Date(s):

16 December 2024

02 January 2025

15 December 2025

31 December 2025





15.     


Optional Early Redemption Event Condition 8 (Optional Early Redemption)

Not Applicable

 

Provisions relating to Final Redemption

16.     

(a)

Redemption Type:

European Barrier


(b)

Settlement Method:

Cash


(c)

Trigger Event Type:

Not Applicable


(d)

Final Barrier Percentage:

Not Applicable


(e)

Strike Price Percentage:

100%


(f)

Knock-in Barrier Percentage:

65%


(g)

Knock-in Barrier Period Start Date:

Not Applicable


(h)

Knock-in Barrier Period End Date:

Not Applicable


(i)

Lower Strike Price Percentage:

Not Applicable


(j)

Participation:

Not Applicable


(k)

Cap:

Not Applicable


(l)

Protection Level:

Not Applicable

 

Provisions relating to Nominal Call Event

17.     


Nominal Call Event:

Not Applicable


(a)

Nominal Call Threshold Percentage:

Not Applicable

 

Provisions relating to the Underlying Asset(s)

18.     


Underlying Asset:



(a)

Share:

Not Applicable


(b)

Index:

The FTSE 100 Index



(i)        Exchange:

London Stock Exchange



(ii)      Related Exchange:

All Exchanges



(iii)     Underlying Asset Currency:

GBP



(iv)     Bloomberg Screen:

UKX <Index>



(v)      Refinitiv Screen Page:

.FTSE



(vi)     Index Sponsor:

FTSE International Limited



(vii)    Pre-nominated Index:

Not Applicable

19.     


Initial Prices:

7,426.17, being the Valuation Price of the Underlying Asset on the Initial Valuation Date for such Underlying Asset.  

 


(a)

Averaging-in:

Not Applicable

 


(b)

Min Lookback-in:

Not Applicable

 


(c)

Max Lookback-in:

Not Applicable

 


(d)

Initial Valuation Date:

15 December 2022

 

20.     


Final Valuation Price:

The Valuation Price of the Underlying Asset on the Final Valuation Date.

 


(a)

Averaging-out:

Not Applicable

 


(b)

Min Lookback-out:

Not Applicable

 


(c)

Max Lookback-out:

Not Applicable

 


(d)

Final Valuation Date:

15 December 2026

 

 

Provisions relating to disruption events and taxes and expenses

 

21.     


Consequences of a Disrupted Day (in respect of an Averaging Date or Lookback Date):

Not Applicable

 

22.     


Additional Disruption Event:


 


(a)

Change in Law:

Applicable as per General Condition 55.1 (Definitions)

 


(b)

Currency Disruption Event:

Applicable as per General Condition 55.1 (Definitions)

 


(c)

Issuer Tax Event:

Applicable as per General Condition 55.1 (Definitions)

 


(d)

Extraordinary Market Disruption:

Applicable as per General Condition 55.1 (Definitions)

 


(e)

Hedging Disruption:

Applicable as per General Condition 55.1 (Definitions)

 


(f)

Increased Cost of Hedging:

Not Applicable as per General Condition 55.1 (Definitions)

 


(g)

Affected Jurisdiction Hedging Disruption:

Not Applicable as per General Condition 55.1 (Definitions)

 


(h)

Affected Jurisdiction Increased Cost of Hedging:

Not Applicable as per General Condition 55.1 (Definitions)

 


(i)

Increased Cost of Stock Borrow:

Not Applicable as per General Condition 55.1 (Definitions)

 


(j)

Loss of Stock Borrow:

Not Applicable as per General Condition 55.1 (Definitions)

 


(k)

Foreign Ownership Event:

Not Applicable as per General Condition 55.1 (Definitions)

 


(l)

Fund Disruption Event:

Not Applicable as per General Condition 55.1 (Definitions)

 

23.     


Early Cash Settlement Amount:

Market Value

 

24.     


Early Redemption Notice Period Number:

As set out in General Condition 55.1 (Definitions)

 

25.     


Unwind Costs:

Applicable

 

26.     


Settlement Expenses:

Not Applicable

 

27.     


FX Disruption Event:

Not Applicable

 

28.     


Local Jurisdiction Taxes and Expenses:

Not Applicable

 

 

General provisions

 

29.     


Form of Securities:

Global Bearer Securities: Permanent Global Security

 




CDIs: Not Applicable

 

30.     


Trade Date:

13 October 2022

 

31.     


871(m) Securities:

The Issuer has determined that Section 871(m) of the U.S. Internal Revenue Code is not applicable to the Securities.

 

32.     


(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

 

33.     


Business Day:

London and a Clearing System Business Day.

 

34.     


Business Day Convention:

Following

 

35.     


Determination Agent:

Barclays Bank PLC

 

36.     


Registrar:

Not Applicable

 

37.     


CREST Agent:

Not Applicable

 

38.     


Transfer Agent:

Not Applicable

 

39.     

(a)

Names of Manager:

Barclays Bank PLC

 


(b)

Date of underwriting agreement:

Not Applicable

 


(c)

Names and addresses of secondary trading intermediaries and main terms of commitment:

Not Applicable

 

40.     


Governing law:

English law

 

41.     


Relevant Benchmark:

Amounts payable under the Securities may be calculated by reference to FTSE 100 Index, which is provided by FTSE International Limited (the "Administrator"). As at the date of this Final Terms, the Administrator appears on the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").

 


 

PART B - OTHER INFORMATION

 

1.

LISTING AND ADMISSION TO TRADING


(a)     Listing and Admission to Trading:

Application will be made by the Issuer (or on its behalf) for the Securities to be listed on the official list and admitted to trading on the Regulated Market of the London Stock Exchange with effect from the Issue Date.


(b)     Estimate of total expenses related to admission to trading:

GBP 395

2.

RATINGS


Ratings:

The Securities have not been individually rated.

3.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER


Save for any fees payable to the Manager and save as discussed in risk factor (RISKS ASSOCIATED WITH CONFLICTS OF INTEREST AND DISCRETIONARY POWERS OF THE ISSUER AND THE DETERMINATION), so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

4.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES


(a)            Reasons for the offer:

General funding


(b)            Use of proceeds:

Not Applicable

5.

PERFORMANCE OF UNDERLYING ASSET, AND OTHER INFORMATION CONCERNING THE UNDERLYING ASSET


Bloomberg Screen UKX <Index>


Refinitiv Screen .FTSE Page


and http://www.ftse.com


Index Disclaimer: FTSE® 100 Index

6.

OPERATIONAL INFORMATION


(a)           ISIN:

XS2441831232


(b)           Common Code:

244183123


(c)           Relevant Clearing System(s) and the relevant identification number(s):

Euroclear, Clearstream


(f)           Delivery:

Delivery free of payment.


(g)           Name and address of additional Paying Agent(s):

Not Applicable


(i)            Green Structured Securities:

No


(j)            Green Index Linked Securities:

No

7.

TERMS AND CONDITIONS OF THE OFFER


Authorised Offer(s)

 


(a)           Public Offer:

An offer of the Securities may be made, subject to the conditions set out below by the Authorised Offeror(s) (specified in (b) immediately below) other than pursuant to section 86 of the FSMA during the Offer Period (specified in (d) immediately below) subject to the conditions set out in the Base Prospectus and in (e) immediately below.


(b)           Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place (together the "Authorised Offeror(s)"):

Each financial intermediary specified in (i) and (ii) below:

(i)            Specific consent: Meteor Asset Management Limited (the "Initial Authorised Offeror(s)") and each financial intermediary expressly named as an Authorised Offeror on the Issuer's website (https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-final-terms); and



(ii)           General consent: Not Applicable


(d)           Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s) (the "Offer Period)"):

From and including 20 October 2022 to but excluding 15 December 2022


(e)           Other conditions for use of the Base Prospectus by the Authorised Offeror(s):

Not Applicable


Other terms and conditions of the offer


(a)           Offer Price:

The Issue Price


(b)           Total amount of offer:

GBP 3,500,000


(c)           Conditions to which the offer is subject:

The Issuer reserves the right to withdraw the offer for Securities at any time prior to the end of the Offer Period.

Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Authorised Offeror in accordance with the Authorised Offeror's usual procedures.


(d)           Time period, including any possible amendments, during which the offer will be open and description of the application process:

From and including 20 October 2022 to but excluding 15 December 2022


(e)           Description of the application process:

An offer of the Securities may be made by the Manager or the Authorised Offeror other than pursuant to section 86 of the FSMA in the United Kingdom (the "Public Offer Jurisdiction") during the Offer Period.

Applications for the Securities can be made in the Public Offer Jurisdiction through the Authorised Offeror during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Authorised Offeror. Distribution will be in accordance with the Authorised Offeror's usual procedures, notified to investors by the Authorised Offeror.


(f)           Details of the minimum and/or maximum amount of application:

The minimum and maximum amount of application from the Authorised Offeror will be notified to investors by the Authorised Offeror.


(g)           Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Not Applicable


(h)           Details of method and time limits for paying up and delivering the Securities:

Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.


(i)            Manner in and date on which results of the offer are to be made public:

Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.


(j)            Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

Not Applicable


(k)           Whether tranche(s) have been reserved for certain countries:

Offers may be made through the Authorised Offeror in the Public Offer Jurisdiction to any person.  Offers (if any) in other EEA countries will only be made through the Authorised Offeror pursuant to an exemption from the obligation under the FSMA as implemented in such countries to publish a prospectus.


(l)            Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:

Applicants will be notified directly by the Authorised Offeror of the success of their application. No dealings in the Securities may take place prior to the Issue Date.


(m)         Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Prior to making any investment decision, investors should seek independent professional advice as they deem necessary.


(n)           Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

Meteor Asset Management Limited

55 King William St

London EC4R 9AD

United Kingdom

 

 

SUMMARY

INTRODUCTION AND WARNINGS

The Summary should be read as an introduction to the Prospectus. Any decision to invest in the Securities should be based on consideration of the Prospectus as a whole by the investor. In certain circumstances, the investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the Summary, including any translation thereof, but only where the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Securities.

You are about to purchase a product that is not simple and may be difficult to understand.

Securities: GBP 3,500,000 Securities due December 2026 pursuant to the Global Structured Securities Programme (ISIN: XS2441831232) (the "Securities").

The Issuer: The Issuer is Barclays Bank PLC. Its registered office is at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number: +44 (0)20 7116 1000) and its Legal Entity Identifier ("LEI") is G5GSEF7VJP5I7OUK5573

The Authorised Offeror: The Authorised Offeror is Meteor Asset Management Limited with its address at 55 King William St, London EC4R 9AD, United Kingdom (telephone number: +44 (0)20 7904 1010) and its LEI is 2138008UN4KBVG2LGA27.

Competent authority: The Base Prospectus was approved on 23 August 2022 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

The Group's businesses include consumer banking and payments operations around the world, as well as a top-tier, full service, global corporate and investment bank. The Group comprises of Barclays PLC together with its subsidiaries, including the Issuer. The Issuer's principal activity is to offer products and services designed for larger corporate, wholesale and international banking clients.

 

The term the "Group" mean Barclays PLC together with its subsidiaries and the term "Barclays Bank Group" means Barclays Bank PLC together with its subsidiaries.

 

Major shareholders of the Issuer

The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC. Barclays PLC is the ultimate holding company of the Group.

 

Identity of the key managing directors of the Issuer

The key managing directors of the Issuer are C.S. Venkatakrishnan (Chief Executive Officer and Executive Director) and Anna Cross (Executive Director)*.

 

*Subject to regulatory approval.

 

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 2021 and 31 December 2020 from the annual consolidated financial statements of the Issuer for the years ended 31 December 2021 and 2020 (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 2022 and 30 June 2021 was derived from the unaudited Interim Results Announcement of the Issuer in respect of the six months ended 30 June 2022.

 

Consolidated Income Statement

As at 30 June (unaudited)

As at 31 December


2022

2021

2021

2020

 

(£m)

(£m)

Net interest income....................................................................................

2,233

1,523

3,073

3,160

Net fee and commission income................................................................

2,839

3,200

6,587

5,659

Credit impairment releases/(charges)..........................................................

(293)

288

277

(3,377)

Net trading income.....................................................................................

5,026

3,467

5,788

7,076

Profit before tax.........................................................................................

2,605

3,334

5,418

3,075

Profit/(loss) after tax..................................................................................

2,129

2,723

4,588

2,451

 

 

 

Consolidated Balance Sheet

As at 30 June (unaudited)

As at 31 December


2022

2021

2020

 

(£m)

(£m)

Total assets.......................................................................................................

1,272,745

1,061,778

1,059,731

Debt securities in issue.....................................................................................

68,656

48,388

29,423

Subordinated liabilities......................................................................................

32,241

32,185

32,005

Loans and advances at amortised cost .............................................................

180,098

145,259

134,267

Deposits at amortised cost ...............................................................................

311,465

262,828

244,696

Total equity.......................................................................................................

58,916

56,317

53,710

 

 

Certain Ratios from the Financial Statements

As at 30 June (unaudited)

As at 31 December


2022

2021

2020

 

(%)

(%)

Common Equity Tier 1 capital ................................................................

12.8

12.9

14.2

Total regulatory capital.............................................................................

18.7

20.5

21.0

CRR leverage ratio....................................................................................

4.6

3.7

3.9

 

 

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. In addition, certain other factors beyond the Barclays Bank Group's control, including escalation of terrorism or global conflicts, natural disasters, pandemics and similar events, although not detailed below, could have a similar impact on the Barclays Bank Group.

 

·      Material existing and emerging risks potentially impacting more than one principal risk: In addition to material and emerging risks impacting the principal risks set out below, there are also material existing and emerging risks that potentially impact more than one of these principal risks. These risks are: (i) the impact of COVID-19; (ii) potentially unfavourable global and local economic and market conditions, as well as geopolitical developments; (iii) the impact of interest rate changes on the Barclays Bank Group's profitability; (iv) the competitive environments of the banking and financial services industry; (v) the regulatory change agenda and impact on business model; (vi) the impact of benchmark interest rate reforms on the Barclays Bank Group (vii) Change delivery and execution risks; and (viii) internal control over financial reporting.

 

·      Credit and Market risks: Credit risk is the risk of loss to the Barclays Bank Group from the failure of clients, customers or counterparties, to fully honour their obligations to members of the Barclays Bank Group. The Barclays Bank Group is subject to risks arising from changes in credit quality and recovery rates of loans and advances due from borrowers and counterparties in any specific portfolio. Market risk is the risk of loss arising from potential adverse change in the value of the Barclays Bank Group's assets and liabilities from fluctuation in market variables.

 

·      Treasury and capital risk and the risk that the Issuer and the Barclays Bank Group are subject to substantial resolution powers: There are three primary types of treasury and capital risk faced by the Barclays Bank Group which are (1) liquidity risk - the risk that the Barclays Bank Group is unable to meet its contractual or contingent obligations or that it does not have the appropriate amount of stable funding and liquidity to support its assets, which may also be impacted by credit rating changes; (2) capital risk - the risk that the Barclays Bank Group has an insufficient level or composition of capital; and (3) interest rate risk in the banking book - the risk that the Barclays Bank Group is exposed to capital or income volatility because of a mismatch between the interest rate exposures of its (non-traded) assets and liabilities. Under the Banking Act 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 risk of potential adverse consequences from financial assessments or decisions based on incorrect or misused model outputs and reports.

 

·      Conduct, reputation and legal risks and legal, competition and regulatory matters: Conduct risk is the risk of poor outcomes for, or harm to customers, clients and markets, arising from delivery of or the Barclays Bank Group's products and services. Reputation risk is the risk that an action, transaction, investment, event, decision or business relationship will reduce trust in the Barclays Bank Group's integrity and competence. The Barclays Bank Group conducts activities in a highly regulated global market which exposes it and its employees to legal risk arising from (i) the multitude of laws and regulations that apply to the businesses it operates, which are highly dynamic, may vary between jurisdictions and/or conflict, and are often unclear in their application to particular circumstances especially in new and emerging areas; and (ii) the diversified and evolving nature of the Barclays Bank Group's businesses and business practices. In each case, this exposes the Barclays Bank Group 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 their respective legal obligations, including legal or contractual requirements. Legal risk may arise in relation to any number of the material exising and emerging risks summarised above

·      Climate risk: Climate risk is the impact on financial and operational risks arising from climate change through physical risks, risks associated with transitioning to a lower carbon economy and connected risks arising as a result of second order impacts of these two drivers on portfolios.

 

KEY INFORMATION ON THE SECURITIES

What are the main features of the Securities?

Type and class of Securities being offered and admitted to trading, including security identification numbers

The Securities are in the form of notes and will be uniquely identified by: Series number: NX00342743; Tranche number: 1; ISIN: XS2441831232; Common Code: 244183123.

The Securities will be cleared and settled through Euroclear Bank S.A./N.V. and/or Clearstream Banking société anonyme.

Currency, specified denomination, issue size and term of the Securities

The Securities will be issued in pounds sterling ("GBP") (the "Issue Currency") and settled in the same currency (the "Settlement Currency"). The Securities are tradable in nominal and the specified denomination per Security is GBP 1. The issue size is GBP 3,500,000. The issue price is 100% of the Specified Denomination.

The issue date is 3 January 2023 (the "Issue Date"). Subject to early termination, the Securities are scheduled to redeem on 31 December 2026 (the "Scheduled Redemption Date").

Rights attached to the Securities

Potential return: The Securities will give each holder of Securities the right to receive potential return on the Securities, together with certain ancillary rights such as the right to receive notice of certain determinations and events and the right to vote on some (but not all) amendments to the terms and conditions of the Securities. The potential return will be in the forms of: (i) one or more Interest Amounts, (ii) an Autocall Cash Settlement Amount, and/or (iii) a Final Cash Settlement Amount, provided that if the Securities are early terminated, the potential return may be in the form of an Early Cash Settlement Amount instead.

Taxation: All payments in respect of the Securities shall be made without withholding or deduction for or on account of any UK taxes unless such withholding or deduction is required by law. In the event that any such withholding or deduction is required by law, the Issuer will, save in limited circumstances, be required to pay additional amounts to cover the amounts so withheld or deducted.

Events of default: If the Issuer fails to make any payment due under the Securities or breaches any other term and condition of the Securities in a way that is materially prejudicial to the interests of the holders (and such failure is not remedied within 30 days, or, in the case of interest, 14 days), or the Issuer is subject to a winding-up order, then (subject, in the case of interest, to the Issuer being prevented from payment for a mandatory provision of law) the Securities will become immediately due and payable, upon notice being given by the holder.

Limitations on rights

Early redemption following certain disruption events or due to unlawfulness or impracticability: The Issuer may redeem the Securities prior to their Scheduled Redemption Date following the occurrence of certain disruption events or extraordinary events concerning the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency of the Securities, or if it determines an unlawfulness or impracticability event has occurred. In such case, investors will receive an "Early Cash Settlement Amount" equal to the fair market value of the Securities prior to their redemption.

Certain additional limitations:

·        Notwithstanding that the Securities are linked to the performance of the Underlying Asset(s), holders do not have any rights in respect of the Underlying Asset(s).

·        The terms and conditions of the Securities permit the Issuer and the Determination Agent (as the case may be), on the occurrence of certain events and in certain circumstances, without the holders' consent, to make adjustments to the terms and conditions of the Securities, to redeem the Securities prior to maturity, to postpone valuation of the Underlying Asset(s) or scheduled payments under the Securities, to change the currency in which the Securities are denominated, to substitute the Underlying Asset(s), to substitute the Issuer with another permitted entity subject to certain conditions, and to take certain other actions with regard to the Securities and the Underlying Asset(s).

·        The Securities contain provisions for calling meetings of holders to consider matters affecting their interests generally and these provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

Governing law

The Securities will be governed by English law and the rights thereunder will be construed accordingly.

Description of the calculation of potential return on the Securities

Underlying Assets: The return on, and value of, Securities will be linked to the performance of one or more specified equity indices, shares, depository receipts, exchange traded funds, mutual funds, other indices (of one or more types of component assets) sponsored by Barclays Bank PLC (a "Barclays Index") or a combination of these. The underlying asset for the Securities is: FTSE 100 Index (the "Underlying Asset").

Calculation Amount: Calculations in respect of amounts payable under the Securities are made by reference to a "Calculation Amount", being GBP 1. Where the Calculation Amount is different from the specified denomination of the Securities, the amount payable will be scaled accordingly.

Indicative amounts: If the Securities are being offered by way of a Public Offer and any specified product values are not fixed or determined at the commencement of the Offer Period, these specified product values will specify an indicative amount, indicative minimum amount, an indicative maximum amount or any combination thereof. In such case, the relevant specified product value(s) shall be the value determined based on market conditions by the Issuer on or around the end of the Offer Period. Notice of the relevant specified product value will be published prior to the Issue Date.

Determination Agent: Barclays Bank PLC will be appointed to make calculations and determinations with respect to the Securities.

__________________

A - Interest

Fixed Interest: Each Security will pay a fixed amount of interest on each date specified below under the heading 'Interest Payment Date' (each, an "Interest Payment Date") calculated by multiplying the fixed rate (being 0.605%) by the Calculation Amount.

Interest Determination Date

Interest Payment Date

16 January 2023

30 January 2023

15 February 2023

01 March 2023

15 March 2023

29 March 2023

17 April 2023

02 May 2023

15 May 2023

30 May 2023

15 June 2023

29 June 2023

17 July 2023

31 July 2023

15 August 2023

30 August 2023

15 September 2023

29 September 2023

16 October 2023

30 October 2023

15 November 2023

29 November 2023

15 December 2023

05 January 2024

15 January 2024

29 January 2024

15 February 2024

29 February 2024

15 March 2024

02 April 2024

15 April 2024

29 April 2024

15 May 2024

30 May 2024

17 June 2024

01 July 2024

15 July 2024

29 July 2024

15 August 2024

30 August 2024

16 September 2024

30 September 2024

15 October 2024

29 October 2024

15 November 2024

29 November 2024

16 December 2024

02 January 2025

15 January 2025

29 January 2025

17 February 2025

03 March 2025

17 March 2025

31 March 2025

15 April 2025

01 May 2025

15 May 2025

30 May 2025

16 June 2025

30 June 2025

15 July 2025

29 July 2025

15 August 2025

01 September 2025

15 September 2025

29 September 2025

15 October 2025

29 October 2025

17 November 2025

01 December 2025

15 December 2025

31 December 2025

15 January 2026

29 January 2026

16 February 2026

02 March 2026

16 March 2026

30 March 2026

15 April 2026

29 April 2026

15 May 2026

01 June 2026

15 June 2026

29 June 2026

15 July 2026

29 July 2026

17 August 2026

01 September 2026

15 September 2026

29 September 2026

15 October 2026

29 October 2026

Final Valuation Date

Scheduled Redemption Date

_____________________

Automatic Redemption (Autocall)

The Securities will automatically redeem prior to their Scheduled Redemption Date if the closing price or level of the Underlying Asset is at or above its corresponding Autocall Barrier on any Autocall Valuation Date (an "Automatic Redemption (Autocall) Event"). If this occurs, you will receive a cash payment equal to the nominal amount of your Securities payable on the Autocall Redemption Date corresponding to such Autocall Valuation Date.

Each Autocall Valuation Date and the corresponding Autocall Barrier is as follows:

Autocall Valuation Date

Autocall Redemption Date

Autocall Barrier

16 December 2024

02 January 2025

100.00% of the Initial Price

15 December 2025

31 December 2025

100.00% of the Initial Price

_____________________

B - Final Settlement

If the Securities have not redeemed early they will redeem on the Scheduled Redemption Date at an amount that is dependent on each of the following:

·        the 'Initial Price' of the Underlying Asset, which reflects the level of that asset near the issue date of the Securities;

·        the 'Final Valuation Price' of the Underlying Asset, which reflects the level of that asset near the Scheduled Redemption Date;

·        the 'Strike Price' of the Underlying Asset, which is calculated as 100% multiplied by the Initial Price of that asset; and

·        the 'Knock-in Barrier Price' of the Underlying Asset, which is calculated as 65% multiplied by the Initial Price of that asset.

Initial Price: 7,426.17, being the Valuation Price of the Underlying Asset on the Initial Valuation Date for such Underlying Asset.

Final Valuation Price: The Final Valuation Price of the Underlying Asset is the closing price or level of such Underlying Asset on 15 December 2026 (the "Final Valuation Date).

European Barrier redemption: If the Final Valuation Price is greater than or equal to the Knock-in Barrier Price, you will receive a cash amount per Calculation Amount equal to GBP 1.

Otherwise: you will receive a cash amount per Calculation Amount, calculated by dividing the Final Valuation Price by the Strike Price and multiplying the result by the Calculation Amount.

Status of the Securities

The Securities are direct, unsubordinated and unsecured obligations of the Issuer and rank equally among themselves.

Description of restrictions on free transferability of the Securities

The Securities are offered and sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act and must comply with transfer restrictions with respect to the United States. Securities held in a clearing system will be transferred in accordance with the rules, procedures and regulations of that clearing system. Subject to the foregoing, the Securities will be freely transferable.

Where will the Securities be traded?

Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the regulated market of the London Stock Exchange.

What are the key risks that are specific to the Securities?

The Securities are subject to the following key risks:

·        You may lose some or all of your investment in the Securities: The terms of the Securities do not provide for a scheduled minimum payment at maturity and as such, depending on the performance of the Underlying Asset(s), you may lose some or all of your investment. You may also lose some or all of your investment if: (a) you sell your Securities before their scheduled maturity; (b) your Securities are early redeemed in certain extraordinary circumstances; or (c) the terms and conditions of your Securities are adjusted such that the amount payable or property deliverable to you is less than your initial investment.

·        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.

·        There are risks associated with the valuation, liquidity and offering of the Securities: The market value of your Securities may be significantly lower than the issue price since the issue price may take into account the Issuer's and/or distributor's profit margin and costs in addition to the fair market value of the Securities. The market value of your Securities may be affected by the volatility, level, value or price of the Underlying Asset(s) at the relevant time, changes in interest rates, the Issuer's financial condition and credit ratings, the supply of and demand for the Securities, the time remaining until the maturity of the Securities and other factors. The price, if any, at which you will be able to sell your Securities prior to maturity may be substantially less than the amount you originally invested. Your Securities may not have an active trading market and the Issuer may not be under any obligation to make a market or repurchase the Securities prior to redemption. The Issuer may withdraw the public offer at any time. In such case, where you have already paid or delivered subscription monies for the relevant Securities, you will be entitled to reimbursement of such amounts, but will not receive any remuneration that may have accrued in the period between their payment or delivery of subscription monies and the reimbursement of the Securities.

·        You are subject to risks associated with the determination of amounts payable under the Securities:

The Securities bear interest at a rate that is contingent upon the performance of the Underlying Asset and may vary from one Interest Payment Date to the next. You may not receive any interest payments if the Underlying Asset do not perform as anticipated.

The Final Cash Settlement Amount is based on the performance of the Underlying Asset(s) as at the final valuation date only (rather than in respect of multiple periods throughout the term of the Securities). This means you may not benefit from any movement in level of the Underlying Asset(s) during the term of the Securities that is not maintained in the final performance as at the final valuation date.

The calculation of amount payable depends on the level, value or price of the Underlying Asset(s) reaching or crossing a 'barrier' during a specified period or specified dates during the term of the Securities. This means you may receive less (or, in certain cases, more) if the level, value or price of the Underlying Asset(s) crosses or reaches (as applicable) a barrier, than if it comes close to the barrier but does not reach or cross it (as applicable), and in certain cases you might receive no interest payments and/or could lose some or all of your investment.

·        Your Securities are subject to adjustments and early redemption: Pursuant to the terms and conditions of the Securities, following the occurrence of certain disruption events or extraordinary events concerning the Issuer, its hedging arrangements, the Underlying Asset(s), taxation or the relevant currency of the Securities, the Determination Agent or the Issuer may take a number of remedial actions, including estimating the level of the Underlying Asset, substituting the Underlying Asset, and making adjustments to the terms and conditions of the Securities. Any of such remedial action may change the economic characteristics of the Securities and have a material adverse effect on the value of and return on the Securities. If no remedial action can be taken, or it is determined that an unlawfulness or impracticability event has occurred, the Issuer may early redeem the Securities by payment of an Early Cash Settlement Amount. If early redemption occurs, you may lose some or all of your investment because the Early Cash Settlement Amount may be lower than the price at which you purchase the Securities, or may even be zero. You will also lose the opportunity to participate in any subsequent positive performance of the Underlying Asset(s) and be unable to realise any potential gains in the value of the Securities. You may not be able to reinvest the proceeds from an investment at a comparable return and/or with a comparable interest rate for a similar level of risk.

·        Certain specific information in relation to the Securities is not be known at the beginning of an offer period: The terms and conditions of your Securities only provide an indicative amount. The actual amounts will be determined based on market conditions by the Issuer on or around the end of the offer period. There is a risk that the indicative amounts will not be same as the actual amount, in which case, the return on your Securities may be materially different from the expected return based on the indicative amount.

·        Risks relating to Securities linked to the Underlying Asset: The return payable on the Securities is linked to the change in value of the Underlying Asset over the life of the Securities. Any information about the past performance of any Underlying Asset should not be taken as an indication of how prices will change in the future. You will not have any rights of ownership, including, without limitation, any voting rights or rights to receive dividends, in respect of any Underlying Asset.

·        Risks relating to Underlying Asset(s) that are equity indices: Equity indices are composed of a synthetic portfolio of shares and provide investment diversification opportunities, but will be subject to the risk of fluctuations in both equity prices and the value and volatility of the relevant equity index. The Securities are linked to equity indices, and as such may not participate in dividends or any other distributions paid on the shares which make up such indices. Accordingly, you may receive a lower return on the Securities than you would have received if you had invested directly in those shares. The index sponsor can add, delete or substitute the components of an equity index at its discretion, and may also alter the methodology used to calculate the level of such index. These events may have a detrimental impact on the level of that index, which in turn could have a negative impact on the value of and return on the Securities.

·        The Underlying Asset(s) are 'benchmarks' for the purposes of the UK Benchmarks Regulation (Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended)): Pursuant to the UK Benchmarks Regulation, an Underlying Asset may not be used in certain ways by a UK supervised entity after 31 December 2023 if its administrator does not obtain authorisation or registration (or, if a non-UK entity, does not satisfy the "equivalence" conditions and is not "recognised" pending an equivalence decision or is not "endorsed" by a UK supervised entity). If this happens, a disruption event will occur and the Securities may be early redeemed. Further, the methodology or other terms of an Underlying Asset could be changed in order to comply with the requirements of the UK Benchmarks Regulation, and such changes could reduce or increase the level or affect the volatility of the published level of such Underlying Asset, which may in turn lead to adjustments to the terms of the Securities or early redemption.

·        Taxation risks: The levels and basis of taxation on the Securities and any reliefs for such taxation will depend on your individual circumstances and could change at any time over the life of the Securities. This could have adverse consequences for you and you should therefore consult your own tax advisers as to the tax consequences to you of transactions involving the Securities.

·       

Key information on the offer of securities to the public and/or the admission to trading on a regulated market

Under which conditions and timetable can I invest in these Securities?

Terms and conditions of the offer

The terms and conditions of any offer of Securities to the public may be determined by agreement between the Issuer and the Authorised Offeror at the time of each issue.

The Securities are offered for subscription in the United Kingdom during the period from (and including) 20 October 2022 to (but excluding) 15 December 2022 (the "Offer Period") and such offer is subject to the following conditions:

·       Offer Price: The Issue Price

·       Conditions to which the offer is subject: The Issuer reserves the right to withdraw the offer for Securities at any time prior to the end of the Offer Period.  Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Authorised Offeror in accordance with the Authorised Offeror's usual procedures.

·       Description of the application process: An offer of the Securities other than pursuant to section 86 of the FSMA may be made by the Manager or the Authorised Offeror in the United Kingdom (the "Public Offer Jurisdiction") during the Offer Period.

·       Details of the minimum and/or maximum amount of application: The minimum and maximum amount of application from the Authorised Offeror will be notified to investors by the Authorised Offeror

·       Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Not Applicable.

·       Details of the method and time limits for paying up and delivering the Securities: Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.

·       Manner in and date on which results of the offer are to be made public: Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof

·       Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Not Applicable

·       Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made: Applicants will be notified directly by the Authorised Offeror of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

·       Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: the Authorised Offeror

Estimated total expenses of the issue and/or offer including expenses charged to investor by issuer/offeror

The estimated total expenses of the issue and/or offer are GBP 395.

Not Applicable: no expenses will be charged to the holder by the issuer or the offeror.

Who is the offeror and/or the person asking for admission to trading?

The Issuer is the entity offering and requesting for admission to trading of the Securities.

Why is the Prospectus being produced?

Use and estimated net amount of proceeds

The net proceeds from each issue of Securities will be applied by the Issuer for its general corporate purposes, which include making a profit and/or hedging certain risks.

Underwriting agreement on a firm commitment basis

The offer of the Securities is not subject to an underwriting agreement on a firm commitment basis.

Description of any interest material to the issue/offer, including conflicting interests

The Authorised Offeror may be paid fees in relation to the offer of Securities. Potential conflicts of interest may exist between the Issuer, Determination Agent, Authorised Offeror or their affiliates (who may have interests in transactions in derivatives related to the Underlying Asset which may, but are not intended to, adversely affect the market price, liquidity or value of the Securities) and holders.

The Authorised Offeror will be paid aggregate commissions equal to no more than 1.40% of the Issue Price. Any Authorised Offeror and its affiliates may engage, and may in the future engage, in hedging transactions with respect to the Underlying Asset.

 

 

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