Publication of Notice to the
Holders of Securities
BARCLAYS BANK
PLC
Notice to holders of GBP
3,500,000 Securities due February 2029 pursuant to the Global
Structured Securities Programme UK Base Prospectus dated 17 April
2023 (the "Base Prospectus")
Series: NX00383144 | ISIN:
XS2674298711
under the Global Structured
Securities Programme
This notice relates to the original
final terms for ISIN XS2674298711 dated 21 February 2024 (the
"Original Final Terms"),
which are being replaced by the amended and restated final terms
dated 07 March 2024 (the "Amended
and Restated Final Terms").
The following elements in the
Original Final Terms and accompanying summary have been amended in
the Amended and Restated Final Terms to reflect the increased
Aggregate Nominal Amount:
1. In Part A, line item
35 (Trade Date) the date
"27 October 2023" has been deleted and replaced with "12 December
2023".
The above amendments do not affect
the Conditions of the Securities in any respect. The rest of the
Original Final Terms remains unchanged.
Capitalised terms used but not
otherwise defined herein shall have the meanings given to them in
the Amended and Restated Final Terms, as read in conjunction with
the GSSP UK Base Prospectus dated 17 April 2023.
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 07 March
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.
Amended and Restated Final Terms dated
07 March 2024
(amending and restating the Final Terms
dated 21 February 2024)
PROHIBITION OF
SALES TO EEA RETAIL INVESTORS - The Securities
are not intended to be offered, sold or otherwise made available
to, and should not be offered, sold or otherwise made available to,
any retail investor in the European Economic Area. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, the "EU MiFID II"); (ii) a
customer within the meaning of Directive (EU) 2016/97, as amended,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of the EU MiFID II; or (iii)
not a qualified investor as defined in Regulation (EU) 2017/1129
(as amended, the "EU Prospectus
Regulation"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
"EU PRIIPs
Regulation") for offering or selling the
Securities or otherwise making them available to retail investors
in the European Economic Area has been prepared and therefore
offering or selling the Securities or otherwise making them
available to any retail investor in the European Economic Area may
be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF
SALES TO SWISS RETAIL INVESTORS - The
Securities are not intended to be offered, sold or otherwise made
available to and may not be offered, sold or otherwise made
available to any retail investor in Switzerland. For these purposes
a "retail investor means a person who is not a professional or
institutional client, as defined in article 4 para. 3, 4 and 5 and
article 5 para. 1 and 2 of the Swiss Federal Act on Financial
Services of 15 June 2018, as amended ("FinSA"). Consequently, no
key information document required by FinSA for offering or selling
the Securities or otherwise making them available to retail
investors in Switzerland has been prepared and therefore, offering
or selling the Securities or making them available to retail
investors in Switzerland may be unlawful under FinSA.
The Securities may not be publicly offered,
directly or indirectly, in Switzerland within the meaning of the
FinSA and no application has or will be made to
admit the Securities to trading on any trading venue (exchange or
multilateral trading facility) in Switzerland. Neither the Base
Prospectus, the Final Terms nor any other offering or marketing
material relating to the Securities constitute a prospectus
pursuant to the FinSA, and neither the Base Prospectus, the Final
Terms nor any other offering or marketing material relating to the
Securities may be publicly distributed or otherwise made publicly
available in Switzerland.
The Securities and, as applicable, the
Entitlements, have not been and will not be, at any time,
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or with
any securities regulatory authority of any state or other
jurisdiction of the United States. The Securities may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation
S")) ("U.S.
persons"), except in certain transactions exempt from the
registration requirements of the Securities Act and applicable
state securities laws. The Securities are being offered and sold
outside the United States to non-U.S. persons in reliance on
Regulation S. Trading in the Securities and, as applicable, the
Entitlements, has not been approved by the U.S. Commodity Futures
Trading Commission under the U.S. Commodity Exchange Act of 1936,
as amended (the "Commodity
Exchange Act"), and the rules and regulations promulgated
thereunder.
Amended and Restated Final
Terms
BARCLAYS BANK PLC
(Incorporated with limited liability in
England and Wales)
Legal Entity Identifier (LEI):
G5GSEF7VJP5I7OUK5573
GBP 3,500,000 Securities due February
2029 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 is supplemental to and should be read in
conjunction with the GSSP UK Base Prospectus which constitutes a
base prospectus drawn up as separate documents (including the
Registration Document dated 6 March 2023 as supplemented on 28 July
2023 and the Securities Note relating to the GSSP UK Base
Prospectus dated 17 April 2023 as supplemented on 20 November 2023)
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, 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.
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.
Words and expressions defined in the Base
Prospectus and not defined in the Amended and Restated Final Terms
shall bear the same meanings when used herein.
BARCLAYS
Amended and Restated Final Terms dated
07 March 2024
(replacing the Final Terms dated 21
February 2024)
PART A - CONTRACTUAL
TERMS
1.
|
(a)
|
Series number:
|
NX00383144
|
|
(b)
|
Tranche number:
|
1
|
2.
|
|
Currencies:
|
|
|
(a)
|
Issue Currency:
|
Pounds sterling ("GBP")
|
|
(b)
|
Settlement Currency:
|
GBP
|
3.
|
|
Exchange Rate:
|
Not Applicable
|
4.
|
|
Securities:
|
Notes
|
5.
|
|
Notes:
|
Applicable
|
|
(a)
|
Aggregate Nominal Amount as at the Issue
Date:
|
|
|
|
(i)
Tranche:
|
GBP 3,500,000
|
|
|
(ii)
Series:
|
GBP 3,500,000
|
|
(b)
|
Specified Denomination:
|
GBP 1
|
|
|
|
|
|
(c)
|
Minimum Tradable Amount:
|
Not Applicable
|
6.
|
|
Certificates:
|
Not Applicable
|
7.
|
|
Calculation Amount:
|
GBP 1
|
8.
|
|
Issue Price:
|
100% of the Specified Denomination
|
|
|
|
The Issue Price includes a commission element
payable by the Issuer to the Authorised Offeror which will be no
more than 1.25% of the Issue Price and relates solely to the
initial design, arrangement, manufacture and custody of the
Securities by the Authorised Offeror.
Investors in the Securities intending to invest
through an intermediary (including by way of introducing broker)
should request details of any such commission or fee payment from
such intermediary before making any purchase hereof.
|
9.
|
|
Issue Date:
|
21 February 2024
|
10.
|
|
Scheduled Settlement Date:
|
21 February 2029 (the "Scheduled Settlement Date"), subject to
adjustment in accordance with the Business Day
Convention
|
11.
|
|
Type of Security:
|
Index Linked Securities
|
12.
|
|
Relevant Annex(es) which apply to the
Securities:
|
Equity Linked Annex
|
13.
|
|
Underlying Performance Type:
|
Worst-of
|
|
Provisions relating to interest (if any)
payable
|
14.
|
|
Interest Type:
|
Phoenix with
memory
|
15.
|
(a)
|
Fixed Interest Type:
|
Fixed Amount
|
|
(b)
|
Fixed Interest Rate:
|
1.8375 per cent.
|
|
(c)
|
Floating Rate Determination - CMS
Rate:
|
Not Applicable
|
|
(d)
|
Floating Rate Determination - Reference
Rate:
|
Not Applicable
|
|
(e)
|
Fixed Interest Determination
Date(s):
|
Not Applicable
|
|
(f)
|
Interest Determination Date(s):
|
Not Applicable
|
|
(g)
|
Interest Valuation Date(s):
|
The dates set out in Table 1 below in the
column entitled 'Interest Valuation Date'.
|
|
(h)
|
Fixing Business Day:
|
Not Applicable
|
|
(i)
|
Interest Payment Date(s):
|
The dates set out in Table 1 below in the
column entitled 'Interest Payment Date', each date subject to
adjustment in accordance with the Business Day
Convention.
|
|
(j)
|
T:
|
Not Applicable
|
|
(k)
|
Observation Date(s):
|
Not Applicable
|
|
(l)
|
Interest Barrier Percentage:
|
80.00 per cent.
|
|
(m)
|
Lower Barrier:
|
Not Applicable
|
|
(n)
|
Lower Barrier Percentage:
|
Not Applicable
|
|
(o)
|
Upper Barrier:
|
Not Applicable
|
|
(p)
|
Knock-out Barrier Percentage:
|
Not Applicable
|
|
(q)
|
Day Count Fraction:
|
Not Applicable
|
|
(r)
|
Interest Period End Dates:
|
Not Applicable
|
|
(s)
|
Interest Commencement Date:
|
Not Applicable
|
|
Table 1
|
|
Interest Valuation
Date(s):
|
Interest Payment
Date(s)
|
7 May
2024
|
21 May
2024
|
7 August
2024
|
21 August
2024
|
7 November
2024
|
21 November
2024
|
7 February
2025
|
21 February
2025
|
7 May
2025
|
21 May
2025
|
7 August
2025
|
21 August
2025
|
7 November
2025
|
21 November
2025
|
9 February
2026
|
23 February
2026
|
7 May
2026
|
21 May
2026
|
7 August
2026
|
21 August
2026
|
9 November
2026
|
23 November
2026
|
8 February
2027
|
22 February
2027
|
7 May
2027
|
21 May
2027
|
9 August
2027
|
23 August
2027
|
8 November
2027
|
22 November
2027
|
7 February
2028
|
21 February
2028
|
8 May
2028
|
22 May
2028
|
7 August
2028
|
21 August
2028
|
7 November
2028
|
21 November
2028
|
7 February
2029
|
21 February
2029
|
|
|
(t)
|
Zero Coupon:
|
Not Applicable
|
|
(u)
|
Range Accrual Factor:
|
Not Applicable
|
|
(v)
|
Rolled Up Interest:
|
Not Applicable
|
|
(w)
|
Switch Option:
|
Not Applicable
|
|
(x)
|
Conversion Option:
|
Not Applicable
|
|
(y)
|
Global Floor:
|
Not Applicable
|
|
Provisions relating to Automatic
Settlement (Autocall)
|
16.
|
|
Automatic Settlement (Autocall):
|
Applicable
|
17.
|
(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 Settlement Date(s):
|
Each date set out in Table 2 below in the
column entitled 'Autocall Settlement Date', each date subject to
adjustment in accordance with the Business Day
Convention.
|
|
|
Table 2
|
|
|
|
Autocall Valuation
Date(s):
|
Autocall Settlement
Date(s):
|
9
February 2026
|
23
February 2026
|
7 May
2026
|
21 May
2026
|
7 August
2026
|
21 August
2026
|
9
November 2026
|
23
November 2026
|
8
February 2027
|
22
February 2027
|
7 May
2027
|
21 May
2027
|
9 August
2027
|
23 August
2027
|
8
November 2027
|
22
November 2027
|
7
February 2028
|
21
February 2028
|
8 May
2028
|
22 May
2028
|
7 August
2028
|
21 August
2028
|
7
November 2028
|
21
November 2028
|
|
|
|
|
|
18.
|
|
Optional Early Settlement Event: General
Condition 12 (Optional Early
Settlement)
|
Not Applicable
|
19.
|
|
Option Type:
|
Not Applicable
|
|
Provisions relating to Final
Settlement
|
20.
|
(a)
|
Final Settlement Type:
|
European Barrier
|
|
(b)
|
Settlement Method:
|
Cash
|
|
(c)
|
Trigger Event Type:
|
Not Applicable
|
|
(d)
|
Final Barrier Percentage:
|
Not Applicable
|
|
(e)
|
Strike Price Percentage:
|
100%
|
|
(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
|
21.
|
|
Nominal Call Event:
|
Not Applicable
|
|
(a)
|
Nominal Call Threshold Percentage:
|
Not Applicable
|
|
Provisions relating to the Underlying
Asset(s)
|
22.
|
|
Underlying Asset:
|
|
|
(a)
|
Share:
|
Not Applicable
|
|
(b)
|
Index:
|
The Indices set out in Table 3 below in the
column entitled 'Index'
|
|
|
(i)
Exchange:
|
The Exchanges set out in Table 3 below in the
column entitled 'Exchange'.
|
|
|
(ii) Related
Exchange:
|
In respect of each Index, all
Exchanges
|
|
|
(iii) Underlying Asset
Currency:
|
The Underlying Asset Currencies set out in
Table 3 below in the column entitled 'Underlying Asset
Currency'.
|
|
|
(iv) Bloomberg
Screen:
|
The Bloomberg Screens set out in Table 3 below
in the column entitled 'Bloomberg Screen'.
|
|
|
(v) Refinitiv
Screen Page:
|
Not Applicable
|
|
|
(vi) Index
Sponsor:
|
The Index Sponsors set out in Table 3 below in
the column entitled 'Index Sponsor'.
|
|
|
(vii) Pre-nominated
Index:
|
Not Applicable
|
|
|
Table 3
|
|
|
|
Index:
|
Exchange:
|
Bloomberg
Screen:
|
Index
Sponsor:
|
Underlying
Asset Currency:
|
FTSE® 100 INDEX
|
London Stock Exchange
|
UKX
|
FTSE International Limited
|
GBP
|
EURO STOXX® 50 Index
|
Multi-exchange
|
SX5E
|
STOXX Limited
|
EUR
|
|
|
(c)
|
Inflation Index:
|
Not Applicable
|
|
(d)
|
Fund:
|
Not Applicable
|
23.
|
|
Initial Price:
|
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:
|
07 February 2024
|
24.
|
|
Final Valuation Price:
|
The Valuation Price of the Underlying Asset on
the Final Valuation Date
|
|
(a)
|
Averaging-out:
|
Not Applicable
|
|
(b)
|
Min Lookback-out:
|
Not Applicable
|
|
(c)
|
Max Lookback-out:
|
Not Applicable
|
|
(d)
|
Final Valuation Date:
|
07 February 2029
|
|
Provisions relating to disruption events
and taxes and expenses
|
25.
|
|
Consequences of a Disrupted Day (in respect of
an Averaging Date or Lookback Date):
|
Not Applicable
|
26.
|
|
Additional Disruption Event:
|
|
|
(a)
|
Change in Law:
|
Applicable as per General Condition 37.1
(Definitions)
|
|
(b)
|
Currency Disruption Event:
|
Applicable as per General Condition 37.1
(Definitions)
|
|
(c)
|
Issuer Tax Event:
|
Applicable as per General Condition 37.1
(Definitions)
|
|
(d)
|
Extraordinary Market Disruption:
|
Applicable as per General Condition 37.1
(Definitions)
|
|
(e)
|
Hedging Disruption:
|
Applicable as per General Condition 37.1
(Definitions)
|
|
(f)
|
Increased Cost of Hedging:
|
Not Applicable
|
|
(g)
|
Affected Jurisdiction Hedging
Disruption:
|
Not Applicable
|
|
(h)
|
Affected Jurisdiction Increased Cost of
Hedging:
|
Not Applicable
|
|
(i)
|
Increased Cost of Stock Borrow:
|
Not Applicable
|
|
(j)
|
Loss of Stock Borrow:
|
Not Applicable
|
|
(k)
|
Foreign Ownership Event:
|
Not Applicable
|
|
(l)
|
Fund Disruption Event:
|
Not Applicable
|
27.
|
|
Unlawfuless and Impracticability:
|
Limb (ii) of Condition 26 of the General
Conditions: Applicable
|
28.
|
|
Early Cash Settlement Amount:
|
Market Value
|
29.
|
|
Early Settlement Notice Period
Number:
|
As set out in General Condition 37.1
(Definitions)
|
30.
|
|
Unwind Costs:
|
Applicable
|
31.
|
|
Settlement Expenses:
|
Not Applicable
|
32.
|
|
FX Disruption Event:
|
Not Applicable
|
33.
|
|
Local Jurisdiction Taxes and
Expenses:
|
Not Applicable
|
|
General provisions
|
34.
|
|
Form of Securities:
|
Global Bearer Securities: Permanent Global
Security
|
|
|
|
CDIs: Not Applicable
|
35.
|
|
Trade Date:
|
12 December 2023
|
36.
|
|
Taxation Gross Up:
|
Applicable
|
37.
|
|
871(m) Securities:
|
The Issuer has determined that the Securities
(without regard to any other transactions) should not be subject to
U.S. withholding tax under Section 871(m) of the U.S. Internal
Revenue Code and regulations promulgated thereunder.
|
38.
|
|
(a)
Prohibition of Sales to UK Retail Investors:
|
Not Applicable
|
|
|
(b)
Prohibition of Sales to EEA Retail Investors:
|
Applicable - see the cover page of these Final
Terms
|
|
|
(c)
Prohibition of Sales to Swiss Retail Investors:
|
Applicable - see the cover page of these Final
Terms
|
39.
|
|
Business Day:
|
As defined in General Condition 37.1
(Definitions)
|
40.
|
|
Business Day Convention:
|
Following
|
41.
|
|
Determination Agent:
|
Barclays Bank PLC
|
42.
|
|
Registrar:
|
Not Applicable
|
43.
|
|
CREST Agent:
|
Not Applicable
|
44.
|
|
Transfer Agent:
|
Not Applicable
|
45.
|
(a)
|
Names of Manager:
|
Barclays Bank PLC
|
|
(b)
|
Date of underwriting agreement:
|
Not Applicable
|
|
(c)
|
Names and addresses of secondary trading
intermediaries and main terms of commitment:
|
Not Applicable
|
46.
|
|
Governing law:
|
English law
|
47.
|
|
Relevant Benchmark:
|
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").
As far as the Issuer is aware the
transitional provisions in Article 51 of the UK Benchmarks
Regulation apply, such that FTSE International Limited is not
currently required to obtain authorisation or registration (or, if
located outside the United Kingdom, recognition, endorsement or
equivalence).
Amounts payable under the Securities
may be calculated by reference to EURO STOXX 50® Index which is
provided by STOXX Limited (the "Administrator"). As at the date of this
Securities Confirmation, the Administrator on the register of
administrators and benchmarks established and maintained by the
Financial Conduct Authority ("FCA") pursuant to Article 36 of the
Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part
of UK domestic law by virtue of the European (Withdrawal) Act 2018
(as amended) (as amended, the "UK Benchmarks
Regulation").
As far as the Issuer is aware the
transitional provisions in Article 51 of the UK Benchmarks
Regulation apply, such that STOXX Limited is not currently required
to obtain authorisation or registration (or, if located outside the
United Kingdom, recognition, endorsement or
equivalence).
|
PART B - OTHER
INFORMATION
1.
|
LISTING AND
ADMISSION TO TRADING
|
|
(a) Listing and
Admission to Trading:
|
Application will be made by the Issuer (or on
its behalf) for the Securities to be listed on the official list
and admitted to trading on the Regulated Market of the London Stock
Exchange with effect from the Issue Date.
|
|
(b) Estimate of total
expenses related to admission to trading:
|
GBP 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 6 (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.
|
YIELD
|
|
|
Not Applicable
|
|
6.
|
PERFORMANCE OF
UNDERLYING ASSET, AND OTHER INFORMATION CONCERNING THE UNDERLYING
ASSET
|
|
Bloomberg Screen in respect of FTSE 100 Index:
UKX <Index> and in respect of EURO STOXX® 50 Index: SX5E
<Index>
|
|
Index Disclaimer: FTSE® 100 Index, EURO STOXX®
50 Index
|
7.
|
POST-ISSUANCE
INFORMATION
|
|
|
The Issuer will not provide any post-issuance
information with respect to the Underlying Asset, unless required
to do so by applicable law or regulation.
|
|
8.
|
OPERATIONAL
INFORMATION
|
|
(a)
ISIN:
|
XS2674298711
|
|
(b)
Common Code:
|
267429871
|
|
(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
|
9.
|
TERMS AND
CONDITIONS OF THE OFFER
|
|
Authorised
Offer(s)
|
|
|
(a)
Public Offer:
|
An offer of the Securities may be made, subject
to the conditions set out below by the Authorised Offeror(s)
(specified in (b) immediately below) other than pursuant to section
86 of the FSMA during the Offer Period (specified in (d)
immediately below) subject to the conditions set out in the Base
Prospectus and in (e) immediately below.
|
|
(b)
Name(s) and address(es), to the extent known to the 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 19 December 2023 to and
including 07 February 2024
|
|
(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:
|
In the event that during the Offer Period, the
requests exceed the amount of the offer to prospective investors,
the Issuer will proceed to early terminate the Offer Period and
will immediately suspend the acceptances of further
requests.
The Issuer reserves the right to withdraw the
offer for Securities at any time prior to the end of the Offer
Period.
Following withdrawal of the offer, if any
application has been made by any potential investor, each such
potential investor shall not be entitled to subscribe or otherwise
acquire the Securities and any applications will be automatically
cancelled and any purchase money will be refunded to the applicant
by the Authorised Offeror in accordance with the Authorised
Offeror's usual procedures.
The effectiveness of the offer is subject to
the adoption of the resolution of admission to trading of the
Securities on London Stock Exchange on or around the Issue Date. As
such, the Issuer undertakes to file the application for the
Securities to be admitted to trading on the London Stock Exchange
in time for the adoption of such resolution.
|
|
(d)
Time period, including any possible amendments, during which the
offer will be open and description of the application
process:
|
The Offer Period
|
|
(e)
Description of the application process:
|
An offer of the Securities may be made by the
Manager or the Authorised Offeror other than pursuant to section 86
of the FSMA in the United Kingdom and the Channel Islands (the
"Public Offer
Jurisdiction") during the Offer Period.
Applications for the Securities can be made in
the Public Offer Jurisdiction through the Authorised Offeror during
the Offer Period. The Securities will be placed into the Public
Offer Jurisdiction by the Authorised Offeror. Distribution will be
in accordance with the Authorised Offeror's usual procedures,
notified to investors by the Authorised Offeror.
|
|
(f)
Details of the minimum and/or maximum amount of
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:
|
Not Applicable
|
|
(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
24/25 The Shard,
32 Bridge Street,
London SE1 9SG
United Kingdom
|
|
|
| |