INTRODUCTION AND
WARNINGS
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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.
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Securities: GBP 2,000,000 Securities due May
2030 pursuant to the Global Structured
Securities Programme (ISIN: XS2742906253) (the
"Securities").
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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
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The Authorised
Offeror: The Authorised Offeror is
Meteor Asset Management Limited with its address at
24/25 The Shard, 32 London Bridge Street, London
SE1 9SG , United Kingdom (telephone
number: +44 (0)20 7904
1010) and its LEI is 2138008UN4KBVG2LGA27.
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Competent
authority: The Base Prospectus was
approved on 17 April 2023 by the United Kingdom Financial Conduct
Authority of 12 Endeavour Square, London, E20 1JN, United Kingdom
(telephone number: +44 (0)20 7066 1000).
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KEY INFORMATION ON THE
ISSUER
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Who is the Issuer of the
Securities?
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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 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).
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.
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What is the key financial
information regarding the Issuer?
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The Issuer has derived the selected
consolidated financial information included in the table below for
the years ended 31 December 2022 and 31 December 2021 from the
annual consolidated financial statements of the Issuer for the
years ended 31 December 2022 and 2021 (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 2023 and 30 June 2022 was
derived from the unaudited condensed consolidated interim financial
statements of the Issuer in respect of the six months ended 30 June
2023 (the "Interim Results Announcement"). Certain of the
comparative financial metrics included in the table below for the
six months ended 30 June 2022 were restated in the Interim Results
Announcement.
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Consolidated Income
Statement
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As at 30 June (unaudited)
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|
|
|
|
|
|
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(£m)
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(£m)
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Net interest
income.......................................................................................
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3,120
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2,233
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5,398
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3,073
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Net fee and commission
income...................................................................
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2,806
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2,839
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5,426
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6,587
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Credit impairment
(charge)/release................................................................
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(688)
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(293)
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(933)
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277
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Net trading
income........................................................................................
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3,853
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5,026
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7,624
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5,788
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Profit before
tax............................................................................................
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3,132
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2,605
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4,867
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5,418
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Profit after
tax...............................................................................................
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2,607
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2,129
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4,382
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4,588
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Consolidated Balance
Sheet
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As at 30 June (unaudited)
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|
|
|
|
|
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(£m)
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(£m)
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Total
assets..........................................................................................................
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1,246,636
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1,203,537
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1,061,778
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Debt securities in
issue........................................................................................
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58,377
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60,012
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48,388
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Subordinated
liabilities........................................................................................
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36,325
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38,253
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32,185
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Loans and advances at
amortised cost
................................................................
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183,237
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182,507
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145,259
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Deposits at amortised
cost
..................................................................................
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307,820
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291,579
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262,828
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Total
equity.........................................................................................................
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58,348
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58,953
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56,317
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Certain Ratios from the
Financial Statements
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As at 30 June (unaudited)
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|
|
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(%)
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(%)
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Common Equity Tier 1
capital
..................................................................
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12.5
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12.7
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12.9
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Total regulatory
capital..............................................................................
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20.1
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20.8
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20.5
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UK leverage ratio
(sub-consolidated)2.......................................................
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5.9
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1 Capital, RWAs and
leverage are calculated applying the transitional arrangements of
the CRR as amended by CRR II. This includes IFRS 9 transitional
arrangements and the grandfathering of CRR II non-compliant capital
instruments.
2 Leverage minimum
requirements for Barclays Bank PLC were set at a sub-consolidated
level effective from 1 January 2023. No comparatives are provided
as this is the first reporting period for Barclays Bank PLC
sub-consolidated leverage.
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What are the key risks that
are specific to the Issuer?
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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 global conflicts, acts of terrorism,
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)
potentially unfavourable global and local economic and market
conditions, as well as geopolitical developments; (ii) the impact
of COVID-19; (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; and (vii) change delivery and execution risks.
· 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.
· Credit and Market
risks: Credit risk is the risk of
loss to the Barclays Bank Group from the failure of clients,
customers or counterparties, to fully honour their obligations to
members of the Barclays Bank Group. The Barclays Bank Group is
subject to risks arising from changes in credit quality and
recovery rates for loans and advances due from borrowers and
counterparties. Market risk is the risk of loss arising from
potential adverse 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 potential for adverse consequences from 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 the delivery
of 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/or 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 may be unclear in their application to
particular circumstances especially in new and emerging areas; and
(ii) the diversified and evolving nature of the Barclays Bank
Group's businesses and business practices. In each case, this
exposes the Barclays Bank Group and its employees to the risk of
loss or the imposition of penalties, damages or fines from the
failure of members of the Barclays Bank Group to meet their
respective obligations, including legal, regulatory or contractual
requirements. Legal risk may arise in relation to any number of the
material existing and emerging risks summarised above.
In Q2 2023, the "Conduct Risk" principal risk was
expanded to include "Laws, Rules
and Regulations (LRR) Risk" and consequently renamed
"Compliance Risk".
Reflecting this, the definition of compliance risk is: "The risk of
poor outcomes for, or harm to, customers, clients and markets,
arising from the delivery of the firm's products and services (also
known as "Conduct Risk")
and the risk to Barclays Bank Group, its clients, customers or
markets from a failure to comply with the laws, rules and
regulations applicable to the firm (also known as Laws, Rules and
Regulations Risk "LRR
Risk")." The definition of the "Legal Risk" principal risk was updated
to: "The risk of loss or imposition of penalties, damages or fines
from the failure of the firm to meet applicable laws, rules and
regulations or contractual requirements or to assert or defend its
intellectual property rights." The revised framework is in force
from June 2023."
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KEY INFORMATION ON THE
SECURITIES
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What are the main features of
the Securities?
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Type and class of Securities
being offered and admitted to trading, including security
identification numbers
The Securities will be in the form
of notes and will be uniquely identified by: Series number:
NX00394571; Tranche number: 1; ISIN: XS2742906253; Common Code:
274290625.
The Securities will be cleared and
settled through Euroclear Bank S.A./N.V. and/or Clearstream Banking
société
anonyme.
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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 2,000,000 (the "Aggregate Nominal Amount"). The issue
price is 100% of the Specified Denomination.
The issue date is 24 May 2024 (the
"Issue Date"). Subject to
early termination, the Securities are scheduled to redeem on 24 May
2030 (the "Scheduled Settlement
Date").
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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) 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 and/or (ii) Optional 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 calendar days, or, any
interest, has not been paid within 14 calendar days of the due
date), 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 settlement following certain disruption events or due to
unlawfulness or impracticability:
The Issuer may redeem the Securities prior to their Scheduled
Settlement 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.
Optional early settlement: The
Issuer may elect to redeem the Securities by exercising its call
option. If this occurs, investors will receive an "Optional Cash Settlement Amount" as set
out in the table below. The amount payable on an optional early
settlement of the Securities will be paid in the Settlement
Currency, with such payment being converted from the Issue Currency
into the Settlement Currency at the prevailing exchange rate as
determined by the Determination Agent.
Issuer Call Early Settlement
Percentage
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Issuer Option Exercise
Period(s)
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Optional Cash Settlement
Date(s) subject to adjustment in accordance with the Business Day
Convention
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Optional Cash Settlement Date(s)
subject to adjustment in accordance with the Business Day
Convention
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110.900%
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From and
(including) 24 May 2024 to (and including) 11 May
2026
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26 May
2026
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23 March 2026
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113.625%
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From and
(including) 26 May 2026 to (and including) 10 November 2026
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24
November 2026
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21 September 2026
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116.350%
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From and
(including) 26 November 2026 to (and including) 10 May
2027
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24 May
2027
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22 March 2027
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119.075%
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From and
(including) 24 May 2027 to (and including) 10 November 2027
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24
November 2027
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21 September 2027
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121.800%
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From and
(including) 24 November 2027 to (and including) 10 May
2028
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24 May
2028
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21 March 2028
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124.525%
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From and
(including) 24 May 2028 to (and including) 10 November 2028
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24
November 2028
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21 September 2028
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127.250%
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From and
(including) 24 November 2028 to (and including) 10 May
2029
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24 May
2029
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129.975%
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From and
(including) 24 May 2029 to (and including) 12 November 2029
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26
November 2029
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Certain additional limitations:
·
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 or obtain alternative valuation of the
Underlying Asset(s) or to postpone 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.
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Description of the
calculation of potential return on the Securities
Calculation Amount:
Calculations in respect of amounts payable under the Securities are
made by reference to the "Calculation Amount", being GBP 1 per
Security. 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 Public Offer (including any amount, level,
percentage, price, rate or other value in relation to the terms of
the Securities which has not been fixed or determined by the
commencement of the Public Offer), 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 Public Offer. 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 - Final
Settlement
Fixed settlement: The
Securities are scheduled to redeem on the Scheduled Settlement Date
by payment of an amount in the Settlement Currency. You will
receive a cash amount per Calculation Amount calculated by
multiplying the Calculation Amount by 132.70%. The amount payable
on settlement of the Securities will be paid in the Settlement
Currency, with such payment being converted from the Issue Currency
into the Settlement Currency at the prevailing exchange rate as
determined by the Determination Agent.
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Status of the
Securities
The Securities are direct,
unsubordinated and unsecured obligations of the Issuer and rank
equally among themselves.
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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.
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Where will the Securities be
traded?
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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: Investors are exposed to
the credit risk of Barclays Bank PLC. 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 or deliveries to be made by Barclays Bank PLC
as 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. 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.
·
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:
In order to receive the scheduled
minimum amount at maturity, you must hold them until maturity. If
the Securities are early redeemed, they may return less than the
scheduled minimum amount, or even zero.
·
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.
·
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 and Channel Islands during the
period from (and including) 3 April 2024 to (and including) 10 May
2024 (the "Offer Period")
and such offer is subject to the following conditions:
· Offer Price: The Issue Price
· 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.
· 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
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.
· 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
· Categories of holders to which the Securities are offered and
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.
· 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
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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.
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Who is the offeror and/or the
person asking for admission to trading?
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The Issuer is the entity offering
and requesting for admission to trading of the
Securities.
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Why is the Prospectus being
produced?
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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.
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Underwriting agreement on a
firm commitment basis
The offer of the Securities is not
subject to an underwriting agreement on a firm commitment
basis.
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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 1.05% 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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