TIDM78MM
RNS Number : 8485L
Barclays Bank PLC
05 January 2023
The following amendment has been made to the 'Publication of
Final Terms' announcement released on 05 January 2023 at 7am under
RNS No 5167L.
The Announcement is replaced to include the Amended and Restated
Final Terms, to which the announcement relates.
All other details remain unchanged.
The full amended text is shown below.
5 January 2023
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
Notice of Correction and Offer to purchase relating to the
issuance by Barclays Bank PLC of GBP 1,500,000 Securities due
October 2027 (ISIN XS2414639745) under its Global Structured
Securities Programme, linked to the Class PEISC247 GBP Preference
Shares of Teal Investments Limited
We refer to the above Notes (" Notes ") issued on 6 October 2022
by Barclays Bank PLC ("Barclays") pursuant to its base prospectus
dated 1 July 2022 ("Base Prospectus"), as completed by the final
terms dated 19 August 2022 ("Original Final Terms") under its
Global Structured Securities Programme.
The Notes are linked to the Class PEISC247 GBP Preference Shares
linked to S&P 500 Index due October 2027, issued by Teal
Investments Limited (" Preference Shares "). The terms and
conditions of the Preference Shares are as set out in the Base
Prospectus as supplemented by the Preference Share Confirmation ("
Original Preference Share Confirmation "), the form of which is
annexed to the Original Final Terms.
As explained below, Barclays intends to correct a term and
condition of the Notes by way of amendment and also to offer to
repurchase the Notes from holders at par value for a period of
three calendar weeks (subject to the possibility of extension)
commencing on, and including, the London business day following the
Effective Date (as defined below) of such amendment (" Repurchase
Offer Period Start Date ").
Amendments to the Notes
Background and rationale
The original intention was for the Preference Shares to be
issued by Teal Investments Limited (" Preference Share Issuer ") on
5 October 2022. However, due to an inadvertent delay in
communications, the Preference Shares were not issued until 11
October 2022.
Under the terms and conditions of the Notes (" General
Conditions "), the final redemption amount of each Note at maturity
will be the product of (i) the Calculation Amount (being the par
value, i.e. GBP 1.00) and (ii) the Preference Share Value(Final)
divided by the Preference Share Value(Initial) . The Preference
Share Value(Initial) is the value of the Preference Shares as at
the issue date of the Notes, being 6 October 2022. As the
Preference Shares had not yet been issued on 6 October 2022, an
amendment is required to correct the meaning of Preference Share
Value(Initial) to reflect the later issue date of the Preference
Shares.
Amended terms of the Notes and Preference Shares
The specific amendments that Barclays intends to make to the
Notes are as follows:
1. Currently, General Condition 5.3 (Relevant defined terms) of
the General Conditions of the Notes provides that the "Initial
Valuation Date" means "the Issue Date" (being the issue date of the
Notes). Following the amendment, the term shall read as follows
(and the General Conditions in respect of the Notes, as completed
by the Amended and Restated Final Terms (the "Conditions") shall be
construed accordingly):
""Initial Valuation Date" means the issue date of the Preference
Shares."
2. For good order, Barclays intends to amend the summary
appended to the Original Final Terms to correct the definition of
"Preference Share Value(initial) " so that it refers to "11 October
2022" instead of "6 October 2022".
Relatedly, the Preference Share Issuer intends to amend the
Original Preference Share Confirmation to correct the Issue Date
specified therein from "5 October 2022" to "11 October 2022".
Barclays intends to make the above amendments to the Notes and
the Original Final Terms without seeking the consent of the
Noteholders pursuant to its authority under General Condition
16.1(iv) of the General Conditions of the Notes to make amendments
"to cure, correct or supplement any defective provision" of the
Notes. The Preference Share Issuer intends to make the above
amendment to the Original Preference Share Confirmation in reliance
on a similar provision of the terms and conditions of the
Preference Shares.
A copy of the Amended and Restated Final Terms which appends the
Amended and Restated Preference Share Confirmation is attached to
this Notice.
Effective date
Barclays and the Preference Share Issuer intend that the above
amendments to the Notes and Preference Shares shall be effective
from 5 January 2023 ("Effective Date"). Barclays will notify
Noteholders and the London Stock Exchange of the Effective
Date.
Offer to repurchase the Notes
Barclays hereby offers to buy the Notes back from holders at par
value for a period of three clear calendar weeks (subject to the
possibility of extension) from, and including, the Repurchase Offer
Period Start Date on the terms set out below.
Rationale for the offer
Barclays understands that, notwithstanding that the Preference
Shares were issued on a later date than intended, the tax treatment
of the Notes should still fall within the United Kingdom "excluded
indexed securities" regime, and therefore that returns on the Notes
should fall within United Kingdom capital gains tax rules. However,
there is a small risk that the late issuance of the Preference
Share means that the tax treatment is less robust than would
otherwise be the case. For this reason, Barclays is offering to
purchase the Notes from the Noteholders.
Details of the offer
Barclays hereby offers to purchase all of the Notes at a
purchase price per Note equal to the par value of the Notes (i.e.
GBP 1.00 per Specified Denomination of GBP 1.00) ("Offer"). The
Offer will commence on the Repurchase Offer Period Start Date and
remain open until 27 January 2023 ("Repurchase Offer Period End
Date"), provided that Barclays may extend the period in its
discretion by subsequent notice.
If you wish to accept the Offer in respect of some or all of
your Notes, you must contact the distributor of the Notes, Meteor
Asset Management by post at 55 King William Street, London, EC4R
9AD ("Distributor"). All acceptances of the Offer must be in
writing specifying (a) the name and contact details of the
Noteholder, (b) the nominal amount of Notes to be purchased by
Barclays, and (c) the bank account details for the receipt of
payment on purchase of the Notes. Completed acceptances must be
received by the Distributor on or before 5:00 p.m.(London time) on
the Repurchase Offer Period End Date (as it may be extended at
Barclays' discretion). Any valid acceptance will be confirmed to
Noteholders by the Distributor as soon as reasonably
practicable.
The settlement of the purchase of the Notes by Barclays pursuant
to the Offer shall be subject to the prevailing operating
procedures of Euroclear and Clearstream. Barclays expects
settlement to occur with the Distributor on or around five business
days following the end of the offer period.
Unless stated otherwise, announcements in connection with the
Offer will be made by Barclays with its registered office address
at 1 Churchill Place, London, E14 5HP, United Kingdom by
publication through RNS. Such announcements may also be made by the
issue of a press release to a Notifying News Service. Copies of all
such announcements, press releases and notices can also be obtained
upon request from the Distributor, the contact details for which
are set out below.
There is no minimum or maximum threshold of acceptance under the
Offer: Barclays will purchase each (if any) Note included in each
acceptance and all Notes that are not purchased as part of the
Offer will remain outstanding.
This notice (and any non-contractual obligations arising out of
or in connection with it) will be governed by and construed in
accordance with English law.
Advice and further information
If you are in any doubt as to the content of this notice or the
action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the tender.
For further information on the Offer, please contact the
Distributor:
Meteor Asset Management
55 King William Street
London EC4R 9AD
adminteam@meteoram.com
020 7901 1010
Offer and Distribution Restrictions
This notice does not constitute an invitation to participate in
the Offer in any jurisdiction in which, or to any person to or from
whom, it is unlawful to make such invitation or for there to be
such participation under applicable securities laws. The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes are required by Barclays to inform themselves about, and to
observe, any such restrictions.
The communication of this notice and any other documents or
materials relating hereto is not being made, and such documents
and/or materials have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended, the "FSMA"). Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of Barclays
or other persons within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 and (2) to any
other persons to whom these documents and/or materials may lawfully
be communicated.
Confirmation of your representation: Each Noteholder that
accepts the Offer represents that it is not a person or entity (a
"Person"):
(a) that is organised or resident in a country or territory
which is the target of comprehensive country sanctions administered
or enforced by any Sanctions Authority;
(b) that is, or is directly or indirectly owned or controlled by
a Person that is, described or designated in (i) the most current
"Specially Designated Nationals and Blocked Persons" list (which as
of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the
Foreign Sanctions Evaders List (which as of the date hereof can be
found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (iii) the most current "Consolidated list of persons, groups and
entities subject to EU financial sanctions" (which as of the date
hereof can be found at:
https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated
per cent.20list per cent.20of per cent.20sanctions); or (iv) the
most current UK Sanctions List (which as of the date hereof can be
found at:
https://www.gov.uk/government/publications/the-uk-sanctions-list);
(c) that is otherwise the subject of any sanctions administered
or enforced by any Sanctions Authority, other than solely by virtue
of their inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI
List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No.
833/2014, as amended by Council Regulation No. 960/2014, Council
Regulation No. 1290/2014, Council Regulation No. 2015/1797 and
Council Regulation No. 2017/2212 (the "EU Annexes"), (iii) the
current list of "Designated Persons: Russia" published by the UK
Office of Financial Sanctions Implementation (which as at the date
hereof can be found at:
https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity),
or (iv) any other list maintained by a Sanctions Authority, with
similar effect to the SSI List or the EU Annexes (a "Sanctions
Restricted Person").
For these purposes, a "Sanctions Authority" means each of (i)
the United States government; (ii) the United Nations; (iii) the
United Kingdom; (iv) the European Union (or any of its member
states); (v) any other equivalent governmental or regulatory
authority, institution or agency which administers economic,
financial or trade sanctions; and (vi) the respective governmental
institutions and agencies of any of the foregoing including,
without limitation, the Office of Foreign Assets Control of the US
Department of the Treasury, the United States Department of State,
the United States Department of Commerce and His Majesty's Treasury
of the United Kingdom.
Important legal information and 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 AMED 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 AMED 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 AMED (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 AMED 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 information 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 5 January 2023
which amends and restates the Final Terms dated 19 August
2022
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales )
Legal Entity Identifier (LEI): G5GSEF7VJP5I7OUK5573
GBP 1,500,000 Securities due October 2027 pursuant to the Global
Structured Securities Programme (the "Tranche 1 Securities")
Issue Price: 100.00 per cent.
This document constitutes the final terms of the Securities (the
"Final Terms") described herein for the purposes of Article 8 of
the 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 Final Terms complete and should be read in
conjunction with GSSP Base Prospectus 16 which constitutes a base
prospectus drawn up as separate documents (including the
Registration Document dated 07 March 2022 (as supplemented by a
supplement dated 30 March 2022 and a supplement dated 24 May 2022)
and the Securities Note relating to the GSSP Base Prospectus 16
dated 01 July 2022) for the purposes of Article 8(6) of the UK
Prospectus Regulation (the "Base Prospectus"). Full information on
the Issuer and the offer of the Securities is only available on the
basis of the combination of these Final Terms and the Base
Prospectus. A summary of the individual issue of the Securities is
annexed to these Final Terms.
The Base Prospectus, and any supplements thereto, are available
for
viewing at https://www.home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/structured-securities-prospectuses/ and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office.
Words and expressions defined in the Base Prospectus and not
defined in the Final Terms shall bear the same meanings when used
herein.
BARCLAYS
PART A - CONTRACTUAL TERMS
1. (a) Series number: NX00335521
(b) Tranche number: 1
2. Currency: Pound Sterling ("GBP")
3. Securities:
(a) Aggregate Nominal Amount as at the Issue Date:
(i) Tranche: GBP 1,500,000.00
(ii) Series: GBP 1,500,000.00
(b) Specified Denomination: GBP 1
(c) Minimum Tradable Amount: GBP 1.00
(d) Calculation Amount: GBP 1.00
4. Issue Price: 100% of par. The Issue Price includes a fee
which will be no more than 1.50% of the Issue Price.
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.
5. Issue Date: 6 October 2022
6. Scheduled Redemption Date: 6 October 2027
7. Preference Share linked Securities:
(a) Underlying Preference Share(s) and Underlying Preference Share Reference Asset(s):
Underlying Preference Share: 1 Preference Share linked to
S&P 500 Index (the "Underlying Preference Share Reference
Asset") issued by Teal Investments Limited (Class number:
PEISC247)
(b) Final Valuation Date: 29 September 2027, subject as
specified in General Condition 5.3 (Relevant defined terms)
(c) Valuation Time: As specified in General Condition 5.3
(Relevant defined terms)
8. Additional Disruption Event:
(a) Change in Law: Applicable as per General Condition 22.1
(Definitions)
(b) Currency Disruption Event: Applicable as per General
Condition 22.1 (Definitions)
(c) Extraordinary Market Disruption: Applicable as per General
Condition 22.1
(Definitions)
(d) Optional Additional Adjustment Event(s): Applicable as per General Condition 22.1
(Definitions)
(i) Insolvency Filing: Applicable
(ii) Insolvency: Applicable
(iii) Preference Share Adjustment Event:
Applicable
9. Form of Securities: Global Bearer Securities: Permanent
Global Security
NGN Form: Not Applicable
Held under the NSS: Not Applicable CGN Form: Applicable
CDIs: Not Applicable
10. Trade Date: 16 August 2022
11. 871(m) Securities The Issuer has determined that the
Securities (without regard to any other transactions) should not be
subject to US withholding tax under Section 871(m) of the US
Internal Revenue Code and regulations promulgated thereunder.
12. (i) Prohibition of Sales to UK Retail Investors: Not Applicable
13. Early Cash Settlement Date: As specified in General
Condition 22.1 (Definitions)
For the purposes of a Preference Share Termination Event
pursuant to General Condition 6 which includes, but is not limited
to, the occurrence of an autocall event in respect of the
Underlying Preference Share, the Securities will be redeemed on the
applicable Early Cash Settlement Date.
The Early Cash Settlement Date(s) corresponding to the relevant
Early Cash Settlement Valuation Date(s) are set out in the table
below:
Early Cash Early Cash
Settlement Settlement
Valuation Date(s) Date(s)
29 September 6 October 2023
2023
-----------------
30 September 7 October 2024
2024
-----------------
29 September 6 October 2025
2025
-----------------
29 September 6 October 2026
2026
-----------------
14. Early Redemption Notice Period Number: Applicable as per
General Condition 22.1
(Definitions)
15. Business Day: As defined in General Condition 22.1
(Definitions)
16. Determination Agent: Barclays Bank PLC
17. Registrar: Not Applicable
18. CREST Agent: Not Applicable
19. Transfer Agent: Not Applicable
20. (a) Names of Manager: Barclays Bank PLC
(b) Date of underwriting agreement: Not Applicable
21. Relevant Benchmarks: Amounts payable under the Securities
may be calculated by reference to S&P 500 Index which is
provided by S&P Dow Jones Indices LLC (the "Administrator"). As
at the date of these Final Terms, the Administrator does not appear
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 S&P
Dow Jones Indices LLC 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:
(b) Estimate of total expenses related to admission to trading:
(c) Name and address of the entities which have a firm
commitment to act as intermediaries in secondary trading, providing
liquidity through bid and offer rates and a description of the main
terms of their commitment:
2. RATINGS
Application is expected to 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 on or around the Issue Date.
GBP 395
Not Applicable
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 for any
trading and market-making activities of the Issuer and/or its
affiliates in the Underlying Preference Share and/or the Underlying
Preference Share Reference Assets, the hedging activities of the
Issuer and/or its affiliates and the fact that the Issuer/an
affiliate of the Issuer is the Determination Agent in respect of
the Securities and the determination agent in respect of the
Underlying Preference Share, 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: Making profit and/or hedging
purposes
(b) Use of Proceeds: Not Applicable
(c) Estimated net proceeds: Not Applicable
(d) Estimated total expenses: Not Applicable
5. PERFORMANCE OF THE UNDERLYING PREFERENCE SHARE AND OTHER
INFORMATION CONCERNING THE UNDERLYING PREFERENCE SHARE
The value of the Securities will depend upon the performance of
the Underlying Preference Share.
The Preference Share Value in respect of each Underlying
Preference Share will be published on each Business Day at
https://barxis.barcap.com/GB/1/en/home.app.
Details of the past performance and volatility of the Underlying
Preference Share Reference Asset may be obtained from Bloomberg
Screen: SPX Index.
See also the Annex - "ADDITIONAL PROVISIONS NOT REQUIRED BY THE
SECURITIES NOTE RELATING TO THE UNDERLYING"
6. POST ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information with
respect to the Underlying Preference Share(s), unless required to
do so by applicable law or regulation.
7. OPERATIONAL INFORMATION
(a) ISIN Code: XS2414639745
(b) Common Code: 241463974
(c) Name(s) and address(es) of any clearing system(s) other than
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme,
and the relevant identification number(s):
Not Applicable
(d) Delivery: Delivery free of payment
(e) Intended to be held in a manner which would allow Eurosystem eligibility:
No since unsecured debt instruments issued by credit
institutions established outside the European Union are not
Eurosystem eligible.
(f) Green Structured Securities: No
(g) Green Index Linked Securities: No
8. TERMS AND CONDITIONS OF THE OFFER
8.1 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 (c)
immediately below) subject to the conditions set out in the Base
Prospectus and in
(d) 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) "):
(c) Offer period for which use of the Base Prospectus is
authorised by the Authorised Offeror(s) (the "Offer Period "):
(d) Other conditions for use of the Base Prospectus by the Authorised Offeror(s):
Each financial intermediary specified in (i) and (ii) below:
(i) Specific consent: Meteor Asset Management (the "Initial
Authorised Offeror(s)") and each financial intermediary expressly
named as an Authorised Offeror on the Issuer's website
(https://www.barx- is.com); and
(ii) General consent: Not Applicable
From and including 19 August 2022 to and including 28 September
2022.
Not Applicable
8.2 Other terms and conditions of the offer
(a) Offer Price: 100.00% of the Issue Price
(b) Total amount of offer: GBP 1,500,000.00
(c) Conditions to which the offer is subject:
(d) Time period, including any possible amendments, during which
the offer will be open and description of the application
process:
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.
From and including 19 August 2022 to and including 28 September
2022.
(e) Description of the application process: An offer of the
Securities may be made by the
Manager or the Authorised Offeror other than pursuant to section
86 of the FSMA in the United Kingdom (the "Public Offer
Jurisdiction") during the Offer Period.
Applications for the Securities can be made in the Public Offer
Jurisdiction through the Authorised Offeror during the Offer
Period. The Securities will be placed into the Public Offer
Jurisdiction by the Authorised Offeror. Distribution will be in
accordance with the Authorised Offeror's usual procedures, notified
to investors by the Authorised Offeror.
(f) Details of the minimum and/or maximum amount of application:
(g) Description of possibility to reduce subscriptions and
manner for refunding excess amount paid by applicants:
(h) Details of method and time limits for paying up and delivering the Securities:
(i) Manner in and date on which results of the offer are to be made public:
(j) Procedure for exercise of any right of pre-emption,
negotiability of subscription rights and treatment of subscription
rights not exercised:
(k) Process for notification to applicants of the amount allotted and indication
The minimum and maximum amount of application from the
Authorised Offeror will be notified to investors by the Authorised
Offeror.
Not Applicable
Investors will be notified by the Authorised Offeror of their
allocations of Securities and the settlement arrangements in
respect thereof.
Investors will be notified by the Authorised Offeror of their
allocations of Securities and the settlement arrangements in
respect thereof.
Not Applicable
Applicants will be notified directly by the Authorised Offeror
of the success of their application. No
whether dealing may begin before notification is made:
(l) Amount of any expenses and taxes specifically charged to the
subscriber or purchaser:
(m) Name(s) and address(es), to the extent known to the Issuer,
of the placers in the various countries where the offer takes
place:
dealings in the Securities may take place prior to the Issue
Date.
Prior to making any investment decision, investors should seek
independent professional advice as they deem necessary.
Meteor Asset Management 55 King William Street, London, EC4R
9AD
SUMMARY
INTRODUCTION AND WARNINGS
The Summary should be read as an introduction to the Prospectus. Any
decision to invest in the Securities should be based on consideration
of the Prospectus as a whole by the investor. In certain circumstances,
the investor could lose all or part of the invested capital. Where a
claim relating to the information contained in the Prospectus is brought
before a court, the plaintiff investor might, under the national law,
have to bear the costs of translating the Prospectus before the legal
proceedings are initiated. Civil liability attaches only to those persons
who have tabled the Summary, including any translation thereof, but only
where the Summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not provide,
when read together with the other parts of the Prospectus, key information
in order to aid investors when considering whether to invest in the Securities.
You are about to purchase a product that is not simple and may be difficult
to understand.
Securities: GBP 1,500,000.00 Securities due 6 October 2027 pursuant
to the Global Structured Securities Programme (ISIN: XS2414639745) (the
"Securities").
The Issuer: The Issuer is Barclays Bank PLC. Its registered office is
at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number:
+44 (0)20 7116 1000) and its Legal Entity Identifier ("LEI") is G5GSEF7VJP5I7OUK5573.
The Authorised Offeror: The Authorised Offeror is Meteor Asset Management
with its address at 55 King William Street, London, EC4R 9AD (telephone
number: 020 7904 1010) and its LEI is 2138008UN4KBVG2LGA27.
Competent authority: The Base Prospectus was approved on 01 July 2022
by the United Kingdom Financial Conduct Authority of 12 Endeavour Square,
London, E20 1JN, United Kingdom (telephone number: +44 (0)20 7066 1000).
KEY INFORMATION ON THE ISSUER
Who is the Issuer of the Securities?
Domicile and legal form of the Issuer : Barclays Bank PLC (the "Issuer")
is a public limited company registered in England and Wales under number
1026167. The liability of the members of the Issuer is limited. It has
its registered and head office at 1 Churchill Place, London, E14 5HP,
United Kingdom (telephone number +44 (0)20 7116 1000). The Legal Entity
Identifier (LEI) of the Issuer is G5GSEF7VJP5I7OUK5573.
Principal activities of the Issuer :The Group's businesses include consumer
banking and payments operations around the world, as well as a top-tier,
full service, global consumer 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 and
Executive Director) and Anna Cross (Executive Director)*.
*subject to regulatory approval.
Identity of the statutory auditors of the Issuer : The statutory auditors
of the Issuer are KPMG LLP ("KPMG"), chartered accountants and registered
auditors (a member of the Institute of Chartered Accountants in England
and Wales), of 15 Canada Square, London E14 5GL, United Kingdom.
What is the key financial information regarding the Issuer?
The Issuer has derived the selected consolidated financial information
included in the table below for the years ended 31 December
2021 and 31 December 2020 from the annual consolidated financial statements
of the Issuer for the years ended 31 December 2021 and 2020 (the "Financial
Statements"), which have each been audited with an unmodified opinion
provided by KPMG.
Consolidated Income
Statement
As at 31 December 2021
2020
(GBPm)
Net interest income ........................................................................................
73 3,160
Net fee and commission income ..................................................................
6,587 5,659
Credit impairment releases / (charges)......................................................
277 (3,377) Net trading
income.........................................................................................
5,788 7,076
Profit before tax ..............................................................................................
5,418 3,075
Profit/(loss) after tax .....................................................................................
4,588 2,451
Consolidated Balance Sheet
As at 31 December 2021 2020
(GBPm)
Total assets......................................................................................................
1,061,778 1,059,731
Debt securities in issue..................................................................................
48,388 29,423
Subordinated liabilities .................................................................................
32,185 32,005
Loans and advances at amortised cost .....................................................
145,259 134,267
Deposits at amortised cost ..........................................................................
262,828 244,696
Total equity .....................................................................................................
56,317 53,710
Certain Ratios from the Financial Statements
As at 31 December 2021 2020
(%)
Common Equity Tier 1 capital ........................................................................
12.9 14.2
Total regulatory capital ....................................................................................
20.5 21.0
CRR leverage ratio .............................................................................................
3.7 3.9
What are the key risks that are specific to the Issuer?
The Barclays Bank Group has identified a broad range of risks to which
its businesses are exposed. Material risks are those to which senior
management pay particular attention and which could cause the delivery
of the Barclays Bank Group's strategy, results of operations, financial
condition and/or prospects to differ materially from expectations. Emerging
risks are those which have unknown components, the impact of which could
crystallise over a longer time period. In addition, certain other factors
beyond the Barclays Bank Group's control, including escalation of terrorism
or global conflicts, natural disasters, pandemics and similar events,
although not detailed below, could have a similar impact on the Barclays
Bank Group.
* Material existing and emerging risks potentially
impacting more than one principal risk: In addition
to material and emerging risks impacting the
principal risks set out below, there are also
material existing and emerging risks that potentially
impact more than one of these principal risks. These
risks are: (i) the impact of COVID-19; (ii)
potentially unfavourable global and local economic
and market conditions, as well as geopolitical
developments; (iii) the impact of interest rate
changes on the Barclays Bank Group's profitability;
(iv) the competitive environments of the banking and
financial services industry; (v) the regulatory
change agenda and impact on business model; (vi) the
impact of benchmark interest rate reforms on the
Barclays Bank Group; (vii) change delivery and
execution risks; and (viii) internal control over
financial reporting.
* Credit and Market risks: Credit risk is the risk of
loss to the Barclays Bank Group from the failure of
clients, customers or counterparties, to fully honour
their obligations to members of the Barclays Bank
Group. The Barclays Bank Group is subject to risks
arising from changes in credit quality and recovery
rates of loans and advances due from borrowers and
counterparties in any specific portfolio. Market risk
is the risk of loss arising from potential adverse
change in the value of the Barclays Bank Group's
assets and liabilities from fluctuation in market
variables.
* Treasury and capital risk and the risk that the
Issuer and the Barclays Bank Group are subject to
substantial resolution powers: There are three
primary types of treasury and capital risk faced by
the Barclays Bank Group which are (1) liquidity risk
- the risk that the Barclays Bank Group is unable to
meet its contractual or contingent obligations or
that it does not have the appropriate amount of
stable funding and liquidity to support its assets,
which may also be impacted by credit rating changes;
(2) capital risk - the risk that the Barclays Bank
Group has an insufficient level or composition of
capital; and (3) interest rate risk in the banking
book - the risk that the Barclays Bank Group is
exposed to capital or income volatility because of a
mismatch between the interest rate exposures of its
(non-traded) assets and liabilities. Under the
Banking Act 2009, substantial powers are granted to the Bank of England
(or, in certain circumstances, HM Treasury), in
consultation with the United Kingdom Prudential Regulation Authority,
the UK Financial Conduct Authority and HM Treasury, as appropriate as
part of a special resolution regime. These powers enable the Bank of
England (or any successor or replacement thereto and/or such other authority
in the United Kingdom with the ability to exercise the UK Bail-in Power)
(the "Resolution Authority") to implement various resolution measures
and stabilisation options (including, but not limited to, the bail-in
tool) with respect to a UK bank or investment firm and certain of its
affiliates (as at the date of the Registration Document, including the
Issuer) in circumstances in which the Resolution Authority is satisfied
that the relevant resolution conditions are met.
* Operational and model risks: Operational risk is the
risk of loss to the Barclays Bank Group from
inadequate or failed processes or systems, human
factors or due to external events where the root
cause is not due to credit or market risks. Model
risk is the risk of potential adverse consequences
from financial assessments or decisions based on
incorrect or misused model outputs and reports.
* Conduct, reputation and legal risks and legal,
competition and regulatory matters : Conduct risk is
the risk of poor outcomes for, or harm to customers,
clients and markets, arising from the delivery of the
Barclays Bank Group's products and service.
Reputation risk is the risk that an action,
transaction, investment, event, decision or business
relationship will reduce trust in the Barclays Bank
Group's integrity and competence. The Barclays Bank
Group conducts activities in a highly regulated
global market which exposes it and its employees to
legal risk arising from (i) the multitude of laws and
regulations that apply to the businesses it operates,
which are highly dynamic, may vary between
jurisdictions and/or conflict, and are often unclear
in their application to particular circumstances
especially in new and emerging areas; and
(ii) the diversified and evolving nature of the Barclays Bank Group's
businesses and business practices. In each case, this exposes the Barclays
Bank Group and its employees to the risk of loss or the imposition of
penalties, damages or fines from the failure of members of the Barclays
Bank Group to meet their respective legal obligations, including legal
or contractual requirements. Legal risk may arise in relation to any
number of the material existing and emerging risks summarised above.
* Climate risk: Climate risk is the impact on financial
and operational risks arising from climate change
through physical risks, risks associated with
transitioning to a lower carbon economy and connected
risks arising as a result of second order impacts of
these two drivers on portfolios.
KEY INFORMATION ON THE SECURITIES
What are the main features of the Securities?
Type and class of Securities being offered and admitted to trading,
including security identification numbers
The Securities are derivative securities in the form of notes issued
in global bearer form and will be uniquely identified by: Series number:
NX00335521; Tranche number: 1; ISIN: XS2414639745; Common Code: 241463974.
The Securities are cleared and settled through Euroclear Bank S.A./N.V.
and/or Clearstream Banking, société anonyme .
Currency, denomination, issue size and term of the Securities
The Securities will be denominated in GBP (the "Currency"). The specified
denomination per Security is GBP 1. The issue size is GBP 1,500,000.00
and the issue price is 100.00% of par.
The issue date is 6 October 2022 and the redemption date is 6 October
2027 (the "Redemption Date"). Such date may be postponed if the determination
of any value used to calculate an amount payable under the Securities
is delayed.
Rights attached to the Securities
Each Security includes a right to a potential return and an amount payable
on redemption, together with certain ancillary rights such as the right
to receive notice of certain determinations and events and to vote on
future amendments.
The potential return on the Securities will be a redemption amount linked
to the change in value of the GBP Preference Share issued by Teal Investments
Limited (Class number: PEISC247), the "Underlying Preference Share",
the value of which is dependent on the performance of the Underlying
Preference Share Reference Asset. Information on the Underlying Preference
Share can be found on https://barxis.barcap.com/GB/1/en/home.app.
The Securities will not bear interest.
Final redemption in respect of the Securities
Unless previously redeemed or purchased and cancelled, the Securities
will be redeemed by the Issuer by payment on the Redemption Date of a
cash amount per Calculation Amount in the Currency equal to (i) the Calculation
Amount multiplied by (ii) the Preference Share Value final divided by
the Preference Share Value initial .
Where:
* Preference Share Value final : the value of the
Underlying Preference Share on 29 September 2027,
being the "Final Valuation Date ". The Final
Valuation Date is subject to adjustment.
* Preference Share Value initial : the value of the
Underlying Preference Share on 6 11 October 2022,
being the "Initial Valuation Date". The Initial
Valuation Date is subject to adjustment.
Value of the Underlying Preference Share
The value of the Underlying Preference Share will be calculated in accordance
with the following: If:
The Final Valuation Price of the Underlying Preference Share Reference
Asset is greater than or equal to the Final Barrier of the Underlying
Preference Share Reference Asset:
Value of the Underlying Preference Share = the Final Autocall Settlement
Percentage (being 141.50%) multiplied by the Calculation Amount (being
GBP 100.00).
If:
The Final Valuation Price of the Underlying Preference Share Reference
Asset is greater than or equal to the Knock-in Barrier Price of the Underlying
Preference Share Reference Asset:
Value of the Underlying Preference Share = 100% multiplied by the Calculation
Amount.
If:
The Final Valuation Price of the Underlying Preference Share Reference
Asset is less than the Knock-in Barrier Price of the Underlying Preference
Share Reference Asset:
Value of the Underlying Preference Share = the Final Valuation Price
of the Underlying Preference Share Reference Asset divided by the Strike
Price of the Underlying Preference Share Reference Asset and then multiplied
by the Calculation Amount (being GBP 100.00).
Where:
* Calculation Amount: GBP 100.00.
* Final Autocall Settlement Percentage: 141.50%
* Final Barrier: in respect of an Underlying Preference
Share Reference Asset and the final valuation date,
an amount which is calculated as 100.00% multiplied
by the Initial Price of that Underlying Preference
Share Reference Asset.
* Final Valuation Price: in respect of an Underlying
Preference Share Reference Asset, the closing price
or level of such Underlying Preference Share
Reference Asset on 29 September 2027, subject to
adjustment.
* Initial Price: in respect of an Underlying Preference
Share Reference Asset, the closing price or level of
such Underlying Preference Share Reference Asset on
29 September 2022, subject to adjustment.
* Knock-in Barrier Percentage: 65.00%.
* Knock-in Barrier Price: in respect of an Underlying
Preference Share Reference Asset, an amount which is
calculated as 65.00% multiplied by the Initial Price
of that Underlying Preference Share Reference Asset.
* Strike Price: in respect of an Underlying Preference
Share Reference Asset, an amount which is calculated
as 100.00% multiplied by the Initial Price of that
Underlying Preference Share Reference Asset.
* Underlying Preference Share Reference Asset: S&P 500
Index.
Early redemption of the Underlying Preference Shares following an autocall
event:
If the closing level of the Underlying Preference Share Reference Asset
observed in respect of an Autocall Valuation Date is greater than or
equal to its corresponding Autocall Barrier in respect of such Autocall
Valuation Date, the Underlying Preference Shares will be redeemed on
the Autocall Early Redemption Date immediately following such Autocall
Valuation Date. In such an event, the value of the Underlying Preference
Share will be equal to the Autocall Early Cash Settlement Percentage
corresponding to the relevant Autocall Valuation Date multiplied by the
Calculation Amount (being GBP 100.00), payable on the relevant Autocall
Early Redemption Date.
The 'Autocall Barrier' of the Underlying Preference Share Reference Asset
is calculated as the Autocall Barrier Percentage specified in the table
below multiplied by the Initial Price of the Underlying Preference Share
Reference Asset.
Early redemption in respect of the Securities
Securities may at the option of the Issuer (in the case of (i) or (ii))
or shall (in the case of (iii)) be redeemed earlier than the scheduled
redemption date (i) if performance becomes unlawful or impracticable,
(ii) following the occurrence of an additional disruption event which
may include, but not be limited to, a change in applicable law or a currency
disruption event, or (iii) following the occurrence of the redemption
the Underlying Preference Shares (other than by scheduled redemption
pursuant to its terms).
The early redemption amount due in respect of each Security will be calculated
in the same way as if the Securities were redeemed on the scheduled redemption
date save that for such purpose the final value in respect of the Underlying
Preference Share shall be its value as of the day on which it is determined
that the Security will be early redeemed, all as determined by the determination
agent in good faith and in a commercially reasonable manner.
Status of the Securities : The Securities are direct, unsubordinated
and unsecured obligations of the Issuer and rank equally among themselves.
Description of restrictions on free transferability of the Securities
: Securities are offered and sold outside the United States to non- US
persons in reliance on 'Regulation S' and must comply with transfer restrictions
with respect to the United States. Securities held in a clearing system
will be transferred in accordance with the rules, procedures and regulations
of that clearing system. Subject to the foregoing, the Securities will
be freely transferable.
Where will the Securities be traded?
Application is expected to be made by the Issuer (or on its behalf) for
the Securities to be admitted to trading on the Regulated Market of the
London Stock Exchange with effect from 6 October 2022.
What are the key risks that are specific to the Securities?
The Securities are subject to the following key risks:
* Depending on the performance of the Underlying
Preference Share, you could lose some or all of your
investment . The return on the Securities depends on
the change in value of the Underlying Preference
Share, which may fluctuate up or down depending on
the performance of the Underlying Preference Share
Reference Asset(s). Past performance of the
Underlying Preference Share Reference Asset(s) should
not be taken as an indication of future performance.
If the value of the Underlying Preference Share on
final valuation is less than upon initial valuation,
you will lose some or all of your investment. The
Securities may drop in value after issuance and
therefore if you sell them prior to maturity in the
secondary market (if any) you may lose some of your
investment.
* You are subject to the credit risk of the Issuer. As
the Securities do not constitute a deposit and are
not insured or guaranteed by any government or agency
or under the UK Government credit guarantee scheme,
all payments to be made by the Issuer under the
Securities are subject to its financial position and
its ability to meet its obligations. The Securities
constitute unsubordinated and unsecured obligations
of the Issuer and rank pari passu with each and all
other current and future unsubordinated and unsecured
obligations of the Issuer. Further, under the Banking
Act 2009, if the relevant UK resolution authority is
satisfied that the Issuer is failing or likely to
fail then, subject to certain other conditions being
satisfied, the Issuer may be subject to action taken
by the resolution authority, including potentially
the write down of claims of unsecured creditors of
the Issuer (potentially including claims of investors
in the Securities) and the conversion of unsecured
debt claims (potentially including the Securities) to
other instruments (e.g. equity shares), the transfer
of all or part of the Issuer's business to another
entity, or other resolution measures. The insolvency
of the Issuer and/or any action taken by the
resolution authority may lead to a partial or total
loss of the invested capital.
* 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.
i Autocall Autocall Autocall Autocall
Valuation Date Early Barrier Early
Redemption Percentage Cash
Date Settlement
Percentage
29 September 9 October
1 2023 2023 100.00% 108.30%
------------------- ------------------- ------------------- -------------------
30 September 8 October
2 2024 2024 100.00% 116.60%
------------------- ------------------- ------------------- -------------------
29 September 7 October
3 2025 2025 100.00% 124.90%
------------------- ------------------- ------------------- -------------------
29 September 7 October
4 2026 2026 100.00% 133.20%
------------------- ------------------- ------------------- -------------------
* Risks relating to the Underlying Preference Share
Reference Asset(s) :
* As an Underlying Preference Share Reference Asset is
an equity index the Underlying Preference Share may
be subject to the risk of fluctuations in market
interest rates, currency exchange rates, equity
prices, inflation, the value and volatility of the
relevant equity index, and also to economic,
financial, regulatory, political, terrorist, military
or other events in one or more jurisdictions,
including factors affecting capital markets
generally. This could have an adverse effect on the
value of the Underlying Preference Share which, in
turn, will have an adverse effect on the value of
your Securities.
* The value of the Underlying Preference Share depends
on the level of the Underlying Preference Share
Reference Asset(s) reaching or crossing a 'barrier'
on a specified date. If the Underlying Preference
Share Reference Asset(s) performs in such a way so
that the Final Valuation Price is less than the
Knock-in Barrier Price on such specified date, the
value of and return on the Underlying Preference
Share and, in turn, the Securities may be
dramatically less that if the level of the Underlying
Preference Share Reference Asset(s) had reached or
crossed the 'barrier'.
* Risks of a lack of secondary market or sale in such
market: There may not be a secondary market for the
Securities and, therefore, you may not be able to
sell them prior to their scheduled maturity or only
for a substantial loss.
* Reinvestment risk/loss of yield: Following an early
redemption of your Securities for any reason, you may
be unable to reinvest the redemption proceeds at an
effective yield as high as the yield on the
Securities being redeemed which may have an adverse
effect on your investment prospects.
* Risks relating to potential adjustments to the terms
of the Underlying Preference Share: You will not have
any rights in respect of the Underlying Preference
Share or the Underlying Preference Share Reference
Asset(s). The terms of the Underlying Preference
Share may be adjusted in respect of, for example,
valuation of the Underlying Preference Share
Reference Asset(s) which may be exercised by the
issuer of the Underlying Preference Share(s) in a
manner which has an adverse effect on the market
value and/or amount repayable in respect of the
Securities.
KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR THE
ADMISSION TO TRADING ON A REGULATED MARKET
Under which conditions and timetable can I invest in these Securities?
Terms and conditions of the offer
The terms and conditions of any offer of Securities to the public may
be determined by agreement between the Issuer and the Authorised Offeror
at the time of each issue.
The Securities are offered for subscription in the United Kingdom during
the period from (and including 19 August 2022 to (and including) 28 September
2022 (the "Offer Period") and such offer is subject to the following
conditions:
* Offer Price: The Issue Price
* Conditions to which the offer is subject: The Issuer
reserves the right to withdraw the offer for
Securities at any time prior to the end of the Offer
Period. Following withdrawal of the offer, if any
application has been made by any potential investor,
each such potential investor shall not be entitled to
subscribe or otherwise acquire the Securities and any
applications will be automatically cancelled and any
purchase money will be refunded to the applicant by
the Authorised Offeror in accordance with the
Authorised Offeror's usual procedures.
* Description of the application process: An offer of
the Securities other than pursuant to section 86 of
FSMA may be made by the Manager or the Authorised
Offeror in the United Kingdom (the "Public Offer
Jurisdiction") during the Offer Period. Applications
for the Securities can be made in the Public Offer
Jurisdiction through the Authorised Offeror during
the Offer Period. The Securities will be placed into
the Public Offer Jurisdiction by the Authorised
Offeror. Distribution will be in accordance with the
Authorised Offeror's usual procedures, notified to
investors by the Authorised Offeror.
* 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.
* 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.
Estimated total expenses of the issue and/or offer including expenses
charged to investor by issuer/offeror
The Issuer will not charge any expenses to holders in connection with
any issue of Securities. Offerors may, however, charge
expenses to holders. Such expenses (if any) will be determined by agreement
between the offeror and the holders at the time of each issue.
Who is the offeror and/or the person asking for admission to trading?
See the item entitled "The Authorised Offeror(s)" above.
Why is the Prospectus being produced?
Use and estimated net amount of proceeds
The net proceeds from each issue of Securities will be applied by the
Issuer for its general corporate purposes, which include making a profit
and/or hedging certain risks.
Underwriting agreement on a firm commitment basis: The offer of the
Securities is not subject to an underwriting agreement on a firm commitment
basis.
Description of any interest material to the issue/offer, including conflicting
interests
The Authorised Offeror may be paid fees in relation to the offer of Securities.
Potential conflicts of interest may exist between the Issuer, determination
agent, Authorised Offeror or their affiliates (who may have interests
in transactions in derivatives related to the Underlying Preference Share
Reference Asset(s) 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 1.50%
. Any Authorised Offeror and its affiliates may engage or be engaged
in hedging activities with respect to the Securities.
ANNEX
ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE
RELATING TO THE UNDERLYING
Terms and conditions of the Underlying Preference Share
The terms and conditions of the Underlying Preference Share
comprise:
(a) the general terms and conditions of preference shares, which
apply to each class of preference shares issued by the issuer of
the Underlying Preference Share in accordance with its articles of
association. Such general terms and conditions are a part of the
articles of association, and are replicated in the section headed
"Terms and Conditions of the Preference Shares" of this Document;
and
(b) the following Preference Share Confirmation, which only
applies to the Underlying Preference Share and completes,
supplements and/or amends the general terms and conditions of
preference shares for the purposes of the Underlying Preference
Share.
Amended and Restated Preference Share Confirmation dated 5
January 2023
which amends and restates the Preference Share Confirmation
dated 5 October 2022
TEAL INVESTMENTS LIMITED
(the "Preference Share Issuer") (Incorporated in Jersey and
independent to the Issuer)
Class PEISC247 GBP Preference Shares linked to S&P 500 Index
due October 2027
(the "Preference Shares ")
Issue Price: GBP 100.00 per Preference Share
This document constitutes the Preference Share Confirmation of
the Preference Shares (the "Preference Share Confirmation")
described herein. This Preference Share Confirmation is
supplemental to and should be read in conjunction with the
Preference Share General Conditions set forth in the Articles of
Association of the Preference Share Issuer.
Words and expressions defined in the Preference Share General
Conditions and not defined in this document shall bear the same
meanings when used therein.
PART A - CONTRACTUAL TERMS
1. Class PEISC247
2. Settlement Currency: Pound Sterling ("GBP")
3. Preference Shares:
(a) Number of Preference Shares: 1
(b) Type of Preference Shares: Equity Index Linked Preference
Shares
4. Calculation Amount: GBP 100.00
5. Issue Price: GBP 100.00 per Preference Share.
6. Issue Date: 5 11 October 2022
7. Scheduled Redemption Date: 7 October 2027
Provisions relating to redemption:
(Preference Share General Condition 6 (Final redemption ))
8. Underlying Performance Type: Single Asset
9. (a) Redemption Valuation Type: Final Autocall Settlement
(b) Additional Amount: (Preference Share General Condition 7
(Determination of the Additional Amount ))
10. Redemption Value Barriers and Thresholds:
Not Applicable
(a) Barrier: European
(b) Final Barrier Percentage: 100.00%
(c) Strike Price Percentage: 100.00%
(d) Knock-in Barrier Percentage: 65.00%
(e) Final Autocall Settlement Percentage: 141.50%
11. Additional Amount Barriers and Thresholds: Not Applicable
17
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.1 (Automatic early
redemption following an Autocall Event ))
12. Autocall Applicable
Autocall Autocall Autocall Autocall
i Valuation Early Redemption Barrier Early
Date: Date: Percentage: Cash Settlement
Percentage:
29
September 9 October
1 2023 2023 100.00% 108.30%
----------- ------------------ ------------- -----------------
30
September 8 October
2 2024 2024 100.00% 116.60%
----------- ------------------ ------------- -----------------
29
September 7 October
3 2025 2025 100.00% 124.90%
----------- ------------------ ------------- -----------------
29
September 7 October
4 2026 2026 100.00% 133.20%
----------- ------------------ ------------- -----------------
(a) Autocall Valuation Price: The Valuation Price on each of the
Autocall Valuation Date(s) specified in the table above
(i) Averaging- out: Not Applicable
(ii) Min Lookback-out: Not Applicable
(iii) Max Lookback-out: Not Applicable
(iv) Autocall Valuation Date(s): Each of the dates specified as
an "Autocall Valuation
Date" in the table above
(b) Autocall Early Redemption Date: Each of the dates specified
as an "Autocall Early
Redemption Date" in the table above
(c) Autocall Barrier Percentage: Each of the percentages
specified as an "Autocall Barrier Percentage" in the table
above
(d) Autocall Early Cash Settlement Percentage: Each of the
percentages specified as an "Autocall Early
Cash Settlement Percentage" in the table above
Provisions relating to automatic early redemption:
(Preference Share General Condition 5.2 (Automatic early
redemption following an Autocall Event (Phoenix))
13. Autocall (Phoenix): Not Applicable
14. Issuer Early Redemption Option: Applicable
15. Investor Early Redemption Option: Applicable
Provisions relating to the Reference Asset(s):
16. Reference Asset(s):
(a) Share(s): Not Applicable
(b) Equity Index: S&P 500 Index
(i) Exchange(s): Multi-exchange
(ii) Related Exchange(s): All Exchange
18
(iii) Bloomberg Screen: SPX Index
(iv) Reuters Screen Page: Not Applicable
(v) Index Sponsor(s): S&P Dow Jones Indices LLC
(vi) Valuation Time: As specified in Preference Share General
Condition 31 (Definitions and interpretation).
17. Initial Price: The Valuation Price on the Initial Valuation
Date.
(a) Averaging-in: Not Applicable
(b) Min Lookback-in: Not Applicable
(c) Max Lookback-in: Not Applicable
(d) Initial Valuation Date: 29 September 2022
18. Final Valuation Price: The Valuation Price 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: 29 September 2027
Provisions relating to disruption events and taxes and
expenses:
19. Consequences of a Disrupted Day (in respect of an Averaging
Date, Lookback Date or Trigger Event Observation Date): (Preference
Share General Condition 11.2 (Averaging Dates, Lookback Dates and
Trigger Event Observation Dates))
20. FX Disruption Event: (Preference Share General Condition 15 (FX Disruption Event))
21. Local Jurisdiction Taxes and Expenses: (Preference Share
General Condition 16 (Local Jurisdiction Taxes and Expenses))
22. Additional Disruption Events: (Preference Share General
Condition 14 (Adjustment or early redemption following an
Additional Disruption Event))
Not Applicable
Not Applicable Not Applicable
(a) Change in Law: Applicable as per Preference Share General
Condition 31 (Definitions and interpretation)
(b) Currency Disruption Event: Applicable as per Preference
Share General Condition
31 (Definitions and interpretation )
(c) Hedging Disruption: Applicable as per Preference Share
General Condition 31 (Definitions and interpretation)
(d) Extraordinary Market Disruption: Applicable as per
Preference Share General Condition
31 (Definitions and interpretation )
(e) Increased Cost of Hedging: Not Applicable as per Preference
Share General
Condition 31 (Definitions and interpretation )
(f) Affected Jurisdiction Hedging Disruption: Not Applicable as
per Preference Share General
Condition 31 (Definitions and interpretation )
19
(g) Affected Jurisdiction Cost of Not Applicable as per Preference General
Increased Hedging: Share Condition 31 (Definitions
and interpretation)
(h) Increased Cost of Stock Not Applicable as per Preference General
Borrow: Share Condition 31 (Definitions
and interpretation)
(i) Loss of Stock Borrow: Not Applicable as per Preference General
Share Condition 31 (Definitions
and interpretation)
(j) Foreign Ownership Event Not Applicable as per Preference General
Share Condition 31 (Definitions
and interpretation)
(k) Fund Disruption Event: Not Applicable as per Preference General
Share Condition 31 (Definitions
and interpretation)
23. Early Cash Settlement Amount: Market Value
24. Unwind Costs: Applicable
25. Market Disruption of connected Futures Contracts: Not Applicable
General Provisions:
26. Form of Preference Shares: Uncertificated registered
securities
27. Trade Date: 16 August 2022
28. Early Redemption Notice Period Number: As specified in
Preference Share General Condition 31
(Definitions and interpretation )
29. Business Day: As defined in Preference Share General
Condition 31 (Definitions and interpretation)
30. Business Day Convention: Following
31. Determination Agent: Barclays Bank PLC
32. Registrar: Maples Fiduciary Services (Jersey) Limited
33. Relevant Benchmark: Amounts payable under the Preference
Share may be calculated by reference to S&P 500 Index which is
provided by S&P Dow Jones Indices LLC (the "Administrator"). As
at the date of this Preference Share Confirmation, the
Administrator does not appear 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 S&P
Dow Jones Indices LLC is not currently required to obtain
authorisation or registration (or, if located outside the United
Kingdom, recognition, endorsement or equivalence).
20
PART B - OTHER INFORMATION
(1) LISTING AND ADMISSION TO TRADING
The Preference Shares are not listed on any stock exchange.
(2) PERFORMANCE OF REFERENCE ASSET AND OTHER INFORMATION
CONCERNING THE REFERENCE ASSET
Bloomberg Screen: SPX Index Index Disclaimer: See Annex
hereto
21
ANNEX - INDEX DISCLAIMER
S&P 500 Index (the "Index")
The Index is a product of S&P Dow Jones Indices LLC or its
affiliates ("SPDJI"), and has been licensed for use by the Issuer.
Standard & Poor's(R), S&P(R) and S&P 500(R) are
registered trademarks of Standard & Poor's Financial Services
LLC ("S&P"); Dow Jones(R) is a registered trademark of Dow
Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks
have been licensed for use by SPDJI and sublicensed for certain
purposes by the Issuer. It is not possible to invest directly in an
index. The Securities are not sponsored, endorsed, sold or promoted
by SPDJI, Dow Jones, S&P, any of their respective affiliates
(collectively, "S&P Dow Jones Indices"). S&P Dow Jones
Indices does not make any representation or warranty, express or
implied, to the owners of the Securities or any member of the
public regarding the advisability of investing in securities
generally or in the Securities particularly or the ability of the
Index to track general market performance. Past performance of an
index is not an indication or guarantee of future results. S&P
Dow Jones Indices' only relationship to the Issuer with respect to
the Index is the licensing of the Index and certain trademarks,
service marks and/or trade names of S&P Dow Jones Indices
and/or its licensors. The Index is determined, composed and
calculated by S&P Dow Jones Indices without regard to the
Issuer or the Securities. S&P Dow Jones Indices has no
obligation to take the needs of the Issuer or the owners of the
Securities into consideration in determining, composing or
calculating the Index. S&P Dow Jones Indices is not responsible
for and has not participated in the determination of the prices,
and amount of the Securities or the timing of the issuance or sale
of the Securities or in the determination or calculation of the
equation by which the Securities is to be converted into cash,
surrendered or redeemed, as the case may be. S&P Dow Jones
Indices has no obligation or liability in connection with the
administration, marketing or trading of the Securities. There is no
assurance that investment products based on the Index will
accurately track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC is not an investment or tax
advisor. A tax advisor should be consulted to evaluate the impact
of any tax-exempt securities on portfolios and the tax consequences
of making any particular investment decision. Inclusion of a
security within an index is not a recommendation by S&P Dow
Jones Indices to buy, sell, or hold such security, nor is it
considered to be investment advice.
NEITHER S&P DOW JONES INDICES NOR THIRD PARTY LICENSOR
GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY
COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY
DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN.
S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES,
AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE
OBTAINED BY THE ISSUER, OWNERS OF THE SECURITIES, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY
DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST
TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR
OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS
OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND THE ISSUER,
OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.
22
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END
PFTZELFBXFLLBBD
(END) Dow Jones Newswires
January 05, 2023 10:23 ET (15:23 GMT)
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