Pricing Supplement dated July 18, 2024
(To the Prospectus dated May 23, 2022 and the Prospectus Supplement dated June 27, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-265158 |
US$2,239,000
FIXED RATE CALLABLE NOTES DUE JULY 22, 2027
Principal Amount: |
US$2,239,000 |
Issuer: |
Barclays Bank PLC |
Issue Price: |
100.00% |
Series: |
Global Medium-Term Notes, Series A |
Payment at Maturity: |
If you hold the Notes to maturity, you will receive 100% of your principal,
subject to the creditworthiness of Barclays Bank PLC and the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
Any payment on the Notes is not guaranteed by any third party and
is subject to both the creditworthiness of the Issuer and to the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (or any other
resolution measure) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Notes. See “Consent
to U.K. Bail-in Power” and “Selected Risk Factors” in this pricing supplement and “Risk Factors” in the
accompanying prospectus supplement for more information.
|
Original Trade Date: |
July 18, 2024 |
Maturity Date: |
July 22, 2027 subject to Redemption at the Option of the Issuer (as set forth below). |
Original Issue Date: |
July 22, 2024 |
Denominations: |
Minimum denominations of US$1,000 and integral multiples of US$1,000 thereafter. |
Interest Rate Type: |
Fixed Rate |
Interest Rate: |
5.25% per annum |
Consent to U.K. Bail-in Power |
Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page PS-3 of this pricing supplement. |
Interest Payment Dates: |
Payable semi-annually in arrears on the 22nd day of each January and July, commencing on January 22, 2025 and ending on the Maturity Date (or the Early Redemption Date, if applicable). For the avoidance of doubt, the final Interest Payment Date is scheduled to occur on the Maturity Date, subject to an earlier Redemption at the Option of the Issuer. |
Redemption at the Option of the Issuer: |
We may redeem your Notes, in whole or in part, at the Redemption Price set forth below on the 22nd day of each January, April, July and October, commencing on July 22, 2025 to but excluding the Maturity Date, provided we give at least five business days’ prior written notice to the trustee. If we exercise our redemption option, the Interest Payment Date on which we so exercise will be referred to as the “Early Redemption Date”. |
Redemption Price: |
If we exercise our redemption option, you will receive on the Early Redemption Date 100% of the principal amount together with any accrued and unpaid interest to but excluding the Early Redemption Date. |
Interest Payment Amount: |
For each Interest Period, the interest payment amount per $1,000 principal
amount Note will be calculated as follows:
$1,000 × Interest Rate × (days in Interest
Period/360)
where the number of days in the Interest Period will be determined based
on a 30/360 Day Count Convention.
|
[Terms of Note continue on the following page]
|
|
Price
to Public (1), (2) |
Agent’s
Commission (2) |
Proceeds
to Barclays Bank PLC |
Per Note |
100.00% |
0.175% |
99.825% |
Total |
$2,239,000 |
$2,709.19 |
$2,236,290.81 |
(1) Because dealers who purchase the Notes for sale to
certain fee-based advisory accounts may forgo some or all selling concessions, fees or commissions, the public offering price for investors
purchasing the Notes in such fee-based advisory accounts may be between $998.25 and $1,000 per Note. Investors that hold their Notes in
fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets
held in those accounts, including the Notes.
(2) Barclays Capital Inc. will receive commissions from
the Issuer up to $1.75 per $1,000 principal amount, and may retain all or a portion of these commissions or use all or a portion of these
commissions to pay variable selling concessions or fees to other dealers. Barclays Capital Inc. may forgo all or a portion of these commissions
and sell Notes to certain institutional accounts at an offering price between $998.25 and $1,000 per Note.
Investing in the Notes involves a number of risks. See
“Risk Factors” beginning on page S-9 of the prospectus supplement and “Selected Risk Factors” beginning on page
PS-4 of this pricing supplement.
We may use this pricing supplement in the initial sale of Notes.
In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in market resale transactions in any Notes
after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used
in a market resale transaction.
The Notes will not be listed on any U.S. securities exchange or
quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The Notes constitute our direct, unconditional, unsecured and unsubordinated
obligations and are not deposit liabilities of either Barclays PLC or Barclays Bank PLC and are not covered by the U.K. Financial Services
Compensation Scheme or insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the
United States, the United Kingdom or any other jurisdiction.
|
Interest Period: |
The initial Interest Period will begin on, and include, the Original Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent Interest Period will begin on, and include, the Interest Payment Date for the immediately preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final Interest Period will end on, but exclude, the Maturity Date (or the Early Redemption Date, if applicable). |
Business Day Convention/Day Count Fraction: |
Following, unadjusted; 30/360 |
Business Day: |
A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a day on which banking institutions in New York City generally are authorized or obligated by law, regulation, or executive order to be closed. |
Settlement: |
DTC; Book-entry; Transferable. |
Listing: |
The Notes will not be listed on any U.S. securities exchange or quotation system. |
Agent: |
Barclays Capital Inc. |
CUSIP/ISIN: |
06745UGM6 / US06745UGM62 |
You should read this pricing supplement together
with the prospectus dated May 23, 2022, as supplemented by the documents listed below relating to our Global Medium-Term Notes, Series
A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes
and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative
pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials
of ours. You should carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement,
as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisors before you invest in the Notes.
You may access these documents on the SEC website
at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
| · | Prospectus dated May 23, 2022: |
http://www.sec.gov/Archives/edgar/data/312070/000119312522157585/d337542df3asr.htm
| · | Prospectus Supplement dated June 27, 2022: |
http://www.sec.gov/Archives/edgar/data/0000312070/000095010322011301/dp169388_424b2-prosupp.htm
Our SEC file number is 1-10257. As used in this term sheet, the “Company,”
“we,” “us,” or “our” refers to Barclays Bank PLC.
consent to u.k.
bail-in power
Notwithstanding
and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between us and any holder
or beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees
to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority.
Under
the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which
the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank
or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold
conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K.
banking group company that is a European Economic Area (“EEA”) or third country institution or investment firm, that the relevant
EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of that entity.
The U.K. Bail-in Power includes any write-down,
conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all, or a portion, of
the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a portion, of the principal
amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of Barclays Bank
PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of the Notes such shares, securities or obligations);
(iii) the cancellation of the Notes and/or (iv) the amendment or alteration of the maturity of the Notes, or amendment of the amount of
interest or any other amounts due on the Notes, or the dates on which interest or any other amounts become payable, including by suspending
payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Notes solely to
give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial owner of
the Notes further acknowledges and agrees that the rights of the holders or beneficial owners of the Notes are subject to, and will be
varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For
the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the Notes may have
at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable
in England.
For more information, please see “Selected
Risk Factors—Risks Relating to the Issuer—You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised
by the Relevant U.K. Resolution Authority” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks
Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely
to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially
adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under
the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority”
in the accompanying prospectus supplement.
SELECTED RISK FACTORS
An investment
in the Notes involves significant risks. You should read the risks summarized below in connection with, and the risks summarized below
are qualified by reference to, the risks described in more detail in the “Risk Factors” section beginning on page S-7 of the
prospectus supplement. We urge you to consult your investment, legal, tax, accounting and other advisers and to invest in the Notes only
after you and your advisors have carefully considered the appropriateness of an investment in the Notes in light of your particular circumstances.
Risks Relating to the Notes Generally
| · | Appropriateness of the Notes for Investment—You
should reach a decision whether to invest in the Notes after carefully considering, with your advisors, the appropriateness of the Notes
in light of your investment objectives and the specific information set out in this pricing supplement, the prospectus supplement and
the prospectus. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the appropriateness of the Notes for investment. |
| · | The Notes Will Be Subject to Redemption at
Our Option—We may redeem the Notes prior to the Maturity Date on the dates as indicated on the cover page hereof. If you intend
to purchase the Notes, you must be willing to have your Notes redeemed early. We are generally more likely to redeem the Notes during
periods when we expect that interest will accrue on the Notes at a rate that is greater than that which we would pay on our traditional
interest-bearing deposits or debt securities having a maturity equal to the remaining term of the Notes. In contrast, we are generally
less likely to redeem the Notes during periods when we expect interest to accrue on the Notes at a rate that is less than that which we
would pay on those instruments. If we redeem the Notes prior to the Maturity Date, accrued interest will be paid on the Notes until such
early redemption, but you will not receive any future interest payments from the Notes redeemed, and you may be unable to reinvest your
proceeds from the redemption in an investment with a return that is as high as the return on the Notes would have been if they had not
been redeemed. In addition, our right to redeem the Notes may also adversely impact your ability to sell your Notes and the price at which
they may be sold. |
Risks Relating to the Issuer
| · | Issuer Credit Risk—The Notes are
our unsecured and unsubordinated debt obligations, and are not, either directly or indirectly, an obligation of any third party. Any payment
to be made on the Notes, including any repayment of principal, depends on our ability to satisfy our obligations as they come due. As
a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the Notes and, in the event we
were to default on our obligations, you may not receive the payment due at maturity or any other amounts owed to you under the terms of
the Notes. |
| · | You May Lose Some or All of Your Investment
If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority—Notwithstanding and to the exclusion of any
other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial
owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by,
and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under “Consent to
U.K. Bail-in Power” in this pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result
in you and other holders and beneficial owners of the Notes losing all or a part of the value of your investment in the Notes or receiving
a different security from the Notes, which may be worth significantly less than the Notes and which may have significantly fewer protections
than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise the U.K. Bail-in Power
without providing any advance notice to, or requiring the consent of, the holders or beneficial owners of the Notes. The exercise of any
U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as
each term is defined in the senior debt securities indenture) and the trustee will not be liable for any action that the trustee takes,
or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority
with respect to the Notes. See “Consent to U.K. Bail-in Power” in this pricing supplement as well as “U.K. Bail-in Power,”
“Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in
the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution
powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities
Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant
U.K. resolution authority” in the accompanying prospectus supplement. |
Risks Relating to Conflict of Interest
| · | We and Our Affiliates May Engage in Various
Activities or Make Determinations That Could Materially Affect Your Notes in Various Ways and Create Conflicts of Interest—We
and our affiliates play a variety of roles in connection with the issuance of the Notes, as described below. In performing these roles,
our and our affiliates’ economic interests are potentially adverse to your interests as an investor in the Notes. |
In connection with
our normal business activities and in connection with hedging our obligations under the Notes, we and our affiliates make markets in and
trade various financial instruments or products for our accounts and for the account of our clients and otherwise provide investment banking
and other financial services with respect to these financial instruments and products. These financial instruments and products may include
securities, derivative instruments or assets that may relate to interest rates. In any such market making, trading and hedging activity,
and other services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the investment
objectives of holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Notes
into account in conducting these activities. Such market making, trading and hedging activity, investment banking and other financial
services may negatively impact the value of the Notes.
In addition, the role
played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays
Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit
from the distribution of the Notes. Furthermore, we and our affiliates establish the offering price of the Notes for initial sale to the
public, and the offering price is not based upon any independent verification or valuation.
In addition to the
activities described above, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will make any determinations
necessary to calculate any payments on the Notes. In making these determinations, we may be required to make certain discretionary judgments.
In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Notes,
and any of these determinations may adversely affect any payments on the Notes.
Risks Relating to the Value of the Notes and
the Secondary Market
| · | Certain Built-In Costs Are Likely to Adversely
Affect the Value of the Notes Prior to Maturity—While the payment at maturity described in this pricing supplement is based
on the full principal amount of your Notes, the original issue price of the Notes includes any Agent’s commission and the cost of
hedging our obligations under the Notes through one or more of our affiliates. As a result, the price, if any, at which Barclays Capital
Inc. and other affiliates of Barclays Bank PLC may be willing to purchase Notes from you in secondary market transactions will likely
be lower than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you. |
| · | Lack of Liquidity—The Notes will
not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market
for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays
Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the Notes. Even if there
is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not
likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price,
if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. |
| · | Many Economic and Market Factors Will Impact
the Value of the Notes—The value of the Notes will be affected by a number of economic and market factors that may either offset
or magnify each other, including: |
| o | the time to maturity of the Notes; |
| o | interest and yield rates in the market generally; |
| o | inflation and expectations concerning inflation; |
| o | a variety of economic, financial, political, regulatory or judicial events; |
| o | supply and demand for the Notes; and |
| o | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
TAX CONSIDERATIONS
You should review carefully the sections in the accompanying prospectus
supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as
Indebtedness for U.S. Federal Income Tax Purposes” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S.
Holders.” The discussion below applies to you only if you are an initial purchaser of the Notes; if you are a secondary purchaser
of the Notes, the tax consequences to you may be different. In the opinion of our special tax counsel, Davis Polk & Wardwell LLP,
the Notes should be treated as debt instruments for U.S. federal income tax purposes and, based on representations provided by us, the
Notes should be treated as issued without original issue discount. The remainder of this discussion assumes that this treatment is correct.
Interest paid on the Notes will generally be taxable to you as ordinary
income at the time it accrues or is received, in accordance with your method of tax accounting. Upon a sale or exchange (including upon
early redemption or redemption at maturity), you will generally recognize taxable gain or loss equal to the difference between the amount
realized on the sale or exchange (not including any amount attributable to accrued but unpaid interest) and your tax basis in the Notes,
which will generally equal the amount you paid to acquire the Notes. This gain or loss will generally be short-term capital gain or loss
unless you have held the Notes for more than one year, in which case the gain or loss will generally be long-term capital gain or loss.
The deductibility of capital losses is subject to limitation.
The discussions above and in the accompanying prospectus supplement
do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b).
Non-U.S. holders. We do not believe that non-U.S. holders should be
required to provide a Form W-8 in order to avoid 30% U.S. withholding tax with respect to the interest payments, although the Internal
Revenue Service could challenge this position. However, non-U.S. holders should in any event expect to be required to provide appropriate
Forms W-8 or other documentation in order to establish an exemption from backup withholding, as described under the heading “—Information
Reporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be required
to pay any additional amounts with respect to amounts withheld.
You should consult your tax advisor regarding the
U.S. federal tax consequences of an investment in the Notes, as well as tax consequences arising under the laws of any state, local or
non-U.S. taxing jurisdiction.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We have agreed to sell to Barclays Capital Inc.
(the “Agent”), and the Agent has agreed to purchase from us, the principal amount of the Notes, and at the price, specified
on the cover of this pricing supplement. The Agent commits to take and pay for all of the Notes, if any are taken.
We expect that delivery of the Notes will be made against payment for
the Notes on the Original Issue Date, which is more than one business day following the Original Trade Date. Notwithstanding anything
to the contrary in the accompanying prospectus supplement, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades
in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the Notes on any date prior to one business day before delivery will be required to specify
alternative settlement arrangements to prevent a failed settlement and should consult their own advisor.
VALIDITY OF THE NOTES
In the opinion of Davis Polk & Wardwell LLP,
as special United States products counsel to Barclays Bank PLC, when the Notes offered by this pricing supplement have been executed and
issued by Barclays Bank PLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated
herein, such Notes will be valid and binding obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and
possible judicial or regulatory actions or application giving effect to governmental actions or foreign laws affecting creditors’
rights, provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision
of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State
of New York. Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays
Bank PLC’s permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of July 12, 2024, filed as an exhibit to
a report on Form 6-K by Barclays Bank PLC on July 12, 2024, and this opinion is subject to the same assumptions, qualifications and limitations
as set forth in such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about
the trustee’s authorization, execution and delivery of the indenture and its authentication of the Notes and the validity, binding
nature and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP,
dated July 12, 2024, which has been filed as an exhibit to the report on Form 6-K referred to above.
Exhibit
107.1
Calculation
of Filing Fee Table
F-3
(Form Type)
Barclays
Bank PLC
(Exact Name of Registrant as Specified in its Charter)
Table
1—Newly Registered Securities
|
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee |
Fees
to be Paid |
Debt |
Global
Medium-Term Notes, Series A |
457(r) |
2,239.00 |
$1,000.00 |
$2,239,000.00 |
0.0001476 |
$330.48 |
The
pricing supplement to which this Exhibit is attached is a final prospectus for the related offering.
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