|
 |
July 2020
Registration Statement No. 333-232144
Pricing Supplement dated July 2, 2020
Filed pursuant to Rule 424(b)(2)
|
Structured
Investments
Opportunities in U.S.
Equities
Contingent Income Auto-Callable
Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk Securities
Unlike conventional debt securities, the securities do not
guarantee the payment of interest or any return of principal at
maturity. Instead, the securities offer the opportunity for
investors to receive a contingent quarterly payment equal to
3.5875% of the stated principal amount with respect to each
quarterly determination date on which the closing price of the
underlier is greater than or equal to 50% of the initial underlier
value, which we refer to as the downside threshold level. If the
closing price of the underlier is greater than or equal to the
initial underlier value on any determination date (other than the
final determination date), the securities will be automatically
redeemed for an amount per security equal to the stated principal
amount plus the contingent quarterly payment otherwise due.
However, if on any determination date the closing price of the
underlier is less than the initial underlier value, the securities
will not be redeemed and if that closing price is less than the
downside threshold level, investors will not receive any contingent
quarterly payment for the related quarterly period. If the
securities are not redeemed prior to maturity and the final
underlier value is greater than or equal to the downside threshold
level, the payment at maturity due on the securities will be equal
to the stated principal amount plus the contingent quarterly
payment otherwise due. However, if the securities are not redeemed
prior to maturity and the final underlier value is less than the
downside threshold level, at maturity investors will lose 1% of the
stated principal amount for every 1% that the final underlier value
is less than the initial underlier value. Under these
circumstances, the amount investors receive will be less than 50%
of the stated principal amount and could be zero. The securities
are for investors who are willing and able to risk their principal
and forgo guaranteed interest payments, in exchange for the
opportunity to receive contingent quarterly payments at a
potentially above-market rate, subject to automatic early
redemption. Investors will not participate in any appreciation of
the underlier even though investors will be exposed to the
depreciation in the value of the underlier if the securities have
not been redeemed prior to maturity and the final underlier value
is less than the downside threshold level. Investors may lose
their entire initial investment in the securities. The securities
are unsecured and unsubordinated debt obligations of Barclays Bank
PLC. Any payment on the securities, including any repayment of
principal, is subject to the creditworthiness of Barclays Bank PLC
and is not guaranteed by any third party. If Barclays Bank PLC were
to default on its payment obligations or become subject to the
exercise of any U.K. Bail-in Power (as described on page 5 of this
document) by the relevant U.K. resolution authority, you might not
receive any amounts owed to you under the securities. See “Risk
Factors” and “Consent to U.K. Bail-in Power” in this document and
“Risk Factors” in the accompanying prospectus supplement.
FINAL
TERMS |
|
Issuer: |
Barclays Bank PLC |
Reference asset*: |
Uber Technologies, Inc. common stock (Bloomberg
ticker symbol “UBER UN<Equity>”) (the
“underlier”) |
Aggregate principal
amount: |
$8,050,030 |
Stated principal amount: |
$10 per security |
Initial issue price: |
$10 per security (see “Commissions and initial
issue price” below) |
Pricing date: |
July
2, 2020 |
Original issue date: |
July
8, 2020 |
Maturity
date*†: |
July 7, 2023 |
Automatic early
redemption: |
If, on any determination date (other than the
final determination date), the closing price of the underlier is
greater than or equal to the initial underlier value, the
securities will be automatically redeemed for an early redemption
payment on the contingent payment date immediately following that
determination date. The securities will not be redeemed early if
the closing price of the underlier is less than the initial
underlier value on the related determination date. No further
payments will be made on the securities after they have been
redeemed. |
Early redemption payment: |
The early redemption payment will be an amount
per security equal to (i) the stated principal amount plus
(ii) the contingent quarterly payment otherwise due. |
Contingent quarterly
payment: |
· If, on any
determination date, the closing price of the underlier is
greater than or equal to the downside threshold level, we
will pay a contingent quarterly payment of $0.35875 (3.5875% of the
stated principal amount) per security on the related contingent
payment date.
· If, on any
determination date, the closing price of the underlier is less
than the downside threshold level, no contingent quarterly
payment will be made with respect to that determination
date.
|
Payment at maturity: |
If the securities are not redeemed prior to maturity, you will
receive on the maturity date a cash payment per security determined
as follows:
· If the final
underlier value is greater than or equal to the downside
threshold level:
(i) stated principal amount plus (ii) the contingent
quarterly payment otherwise due
· If the final
underlier value is less than the downside threshold
level:
stated principal amount × underlier performance factor
Under these circumstances, the payment at maturity will be
less than the stated principal amount of $10 and will represent a
loss of more than 50%, and possibly all, of an investor’s initial
investment. Investors may lose their entire initial investment in
the securities. Any payment on the securities, including any
repayment of principal, is not guaranteed by any third party and is
subject to (a) the creditworthiness of Barclays Bank PLC and (b)
the risk of exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority.
|
U.K. Bail-in Power
acknowledgment: |
Notwithstanding
any other agreements, arrangements or understandings between
Barclays Bank PLC and any holder or beneficial owner of the
securities, by acquiring the securities, each holder and beneficial
owner of the securities acknowledges, accepts, agrees to be bound
by and consents to the exercise of, any U.K. Bail-in Power by the
relevant U.K. resolution authority. See “Consent to U.K. Bail-in
Power” on page 5 of this document. |
Downside threshold level*: |
$15.340,
which is equal to 50% of the initial underlier value (rounded to
three decimal places) |
Initial underlier value*: |
$30.68,
which is the closing price of the underlier on the pricing
date |
Final underlier value*: |
The
closing price of the underlier on the final determination
date |
|
(terms continued on the next
page) |
Commissions and initial issue
price: |
Initial issue
price(1) |
Price to
public(1) |
Agent’s commissions |
Proceeds to issuer |
Per security |
$10 |
$10 |
$0.20(2)
$0.05(3)
|
$9.75 |
Total |
$8,050,030.00 |
$8,050,030.00 |
$201,250.75 |
$7,848,779.25 |
|
|
|
|
|
|
|
(1) |
Our estimated value of the securities on the pricing date,
based on our internal pricing models, is $9.377 per security. The
estimated value is less than the initial issue price of the
securities. See “Additional Information Regarding Our Estimated
Value of the Securities” on page 4 of this document. |
|
(2) |
Morgan Stanley Wealth Management and its financial advisors
will collectively receive from the agent, Barclays Capital Inc., a
fixed sales commission of $0.20 for each security they sell. See
“Supplemental Plan of Distribution” in this document. |
|
(3) |
Reflects a structuring fee payable to Morgan Stanley Wealth
Management by the agent or its affiliates of $0.05 for each
security. |
One or more of our affiliates may purchase up to 15% of the
aggregate principal amount of the securities and hold such
securities for investment for a period of at least 30 days.
Accordingly, the total principal amount of the securities may
include a portion that was not purchased by investors on the
original issue date. Any unsold portion held by our affiliate(s)
may affect the supply of securities available for secondary trading
and, therefore, could adversely affect the price of the securities
in the secondary market. Circumstances may occur in which our
interests or those of our affiliates could be in conflict with your
interests.
Investing in the securities involves risks not associated with
an investment in conventional debt securities. See “Risk Factors”
beginning on page 12 of this document, beginning on page S-7 of the
prospectus supplement and beginning on page PA-1 of the prospectus
addendum. You should read this document together with the related
prospectus, prospectus supplement and prospectus addendum, each of
which can be accessed via the hyperlinks below, before you make an
investment decision.
The securities will not be listed on any U.S. securities
exchange or quotation system. Neither the U.S. Securities and
Exchange Commission (the “SEC”) nor any state securities commission
has approved or disapproved of the securities or determined that
this document is truthful or complete. Any representation to the
contrary is a criminal offense.
We may use this document in the initial sale of the securities.
In addition, Barclays Capital Inc. or another of our affiliates may
use this document in market resale transactions in any of the
securities after their initial sale. Unless we or our agent informs
you otherwise in the confirmation of sale, this document is being
used in a market resale transaction.
The securities constitute our unsecured and unsubordinated
obligations. The securities are not deposit liabilities of Barclays
Bank PLC and are not covered by the U.K. Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit
Insurance Corporation or any other governmental agency or deposit
insurance agency of the United States, the United Kingdom or any
other jurisdiction.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Terms continued from previous
page: |
Underlier performance factor: |
final
underlier value / initial underlier value |
Determination
dates†: |
October
2, 2020, January 4, 2021, April 5, 2021, July 2, 2021, October 4,
2021, January 3, 2022, April 4, 2022, July 5, 2022, October 3,
2022, January 3, 2023, April 3, 2023 and July 3, 2023. We also
refer to July 3, 2023 as the final determination date. |
Contingent payment dates†: |
October
7, 2020, January 7, 2021, April 8, 2021, July 8, 2021, October 7,
2021, January 6, 2022, April 7, 2022, July 8, 2022, October 6,
2022, January 6, 2023, April 6, 2023 and the maturity
date |
Closing price*: |
Closing
price has the meaning set forth under “Reference Assets—Equity
Securities—Special Calculation Provisions” in the prospectus
supplement. |
Additional terms: |
Terms
used in this document, but not defined herein, will have the
meanings ascribed to them in the prospectus supplement. |
CUSIP / ISIN: |
06747J814
/ US06747J8146 |
Listing: |
The
securities will not be listed on any securities
exchange. |
Selected dealer: |
Morgan
Stanley Wealth Management (“MSWM”) |
* |
In the case of certain corporate
events related to the underlier, the calculation agent may adjust
any variable, including but not limited to, the underlier, initial
underlier value, final underlier value, downside threshold level
and closing price of the underlier if the calculation agent
determines that the event has a diluting or concentrative effect on
the theoretical value of the shares of the underlier. The
calculation agent may accelerate the maturity date upon the
occurrence of certain reorganization events and additional
adjustment events. For more information, see “Reference
Assets—Equity Securities—Share Adjustments Relating to Securities
with an Equity Security as a Reference Asset” in the accompanying
prospectus supplement. |
† |
Each determination date may be
postponed if that determination date is not a scheduled trading day
or if a market disruption event occurs on that determination date
as described under “Reference Assets—Equity Securities—Market
Disruption Events for Securities with an Equity Security as a
Reference Asset” in the accompanying prospectus supplement. In
addition, a contingent payment date and/or the maturity date will
be postponed if that day is not a business day or if the relevant
determination date is postponed as described under “Terms of the
Notes—Payment Dates” in the accompanying prospectus
supplement. |
Barclays Capital
Inc. |
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Additional Terms of the Securities
You should read this document together with the prospectus dated
August 1, 2019, as supplemented by the prospectus supplement dated
August 1, 2019 relating to our Global Medium-Term Notes, Series A,
of which the securities are a part, and the prospectus addendum
dated May 11, 2020. This document, together with the documents
listed below, contains the terms of the securities and supersedes
all prior or contemporaneous oral statements as well as any other
written materials including preliminary or indicative pricing
terms, correspondence, trade ideas, structures for implementation,
sample structures, brochures or other educational materials of
ours. You should carefully consider, among other things, the
matters set forth under “Risk Factors” in the prospectus supplement
and the prospectus addendum, as the securities involve risks not
associated with conventional debt securities. We urge you to
consult your investment, legal, tax, accounting and other advisors
before you invest in the securities.
You may access these documents on the SEC website at www.sec.gov as
follows (or if such address has changed, by reviewing our filings
for the relevant date on the SEC website):
Prospectus dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm
Prospectus supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm
Prospectus addendum dated May 11, 2020:
http://www.sec.gov/Archives/edgar/data/312070/000110465920059376/a20-19169_1424b3.htm
Our SEC file number is 1-10257 and our Central Index Key, or CIK,
on the SEC website is 0000312070. As used in this document, “we,”
“us” and “our” refer to Barclays Bank PLC.
In connection with this offering, Morgan Stanley Wealth Management
is acting in its capacity as a selected dealer.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Additional Information Regarding Our Estimated Value of the
Securities
Our internal pricing models take into account a number of variables
and are based on a number of subjective assumptions, which may or
may not materialize, typically including volatility, interest rates
and our internal funding rates. Our internal funding rates (which
are our internally published borrowing rates based on variables,
such as market benchmarks, our appetite for borrowing and our
existing obligations coming to maturity) may vary from the levels
at which our benchmark debt securities trade in the secondary
market. Our estimated value on the pricing date is based on our
internal funding rates. Our estimated value of the securities might
be lower if such valuation were based on the levels at which our
benchmark debt securities trade in the secondary market.
Our estimated value of the securities on the pricing date is less
than the initial issue price of the securities. The difference
between the initial issue price of the securities and our estimated
value of the securities results from several factors, including any
sales commissions to be paid to Barclays Capital Inc. or another
affiliate of ours, any selling concessions, discounts, commissions
or fees to be allowed or paid to non-affiliated intermediaries, the
estimated profit that we or any of our affiliates expect to earn in
connection with structuring the securities, the estimated cost that
we may incur in hedging our obligations under the securities, and
estimated development and other costs that we may incur in
connection with the securities.
Our estimated value on the pricing date is not a prediction of the
price at which the securities may trade in the secondary market,
nor will it be the price at which Barclays Capital Inc. may buy or
sell the securities in the secondary market. Subject to normal
market and funding conditions, Barclays Capital Inc. or another
affiliate of ours intends to offer to purchase the securities in
the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the
pricing date, the price at which Barclays Capital Inc. may
initially buy or sell the securities in the secondary market, if
any, and the value that we may initially use for customer account
statements, if we provide any customer account statements at all,
may exceed our estimated value on the pricing date for a temporary
period expected to be approximately 40 days after the initial issue
date of the securities because, in our discretion, we may elect to
effectively reimburse to investors a portion of the estimated cost
of hedging our obligations under the securities and other costs in
connection with the securities that we will no longer expect to
incur over the term of the securities. We made such discretionary
election and determined this temporary reimbursement period on the
basis of a number of factors, which may include the tenor of the
securities and/or any agreement we may have with the distributors
of the securities. The amount of our estimated costs that we
effectively reimburse to investors in this way may not be allocated
ratably throughout the reimbursement period, and we may discontinue
such reimbursement at any time or revise the duration of the
reimbursement period after the initial issue date of the securities
based on changes in market conditions and other factors that cannot
be predicted.
We urge you to read “Risk Factors”
beginning on page 12 of this document.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Consent to U.K. Bail-in Power
Notwithstanding any other agreements, arrangements or
understandings between us and any holder or beneficial owner of the
securities, by acquiring the securities, each holder and beneficial
owner of the securities acknowledges, accepts, agrees to be bound
by and consents to the exercise of, any U.K. Bail-in Power by the
relevant U.K. resolution authority.
Under the U.K. Banking Act 2009, as amended, the relevant U.K.
resolution authority may exercise a U.K. Bail-in Power in
circumstances in which the relevant U.K. resolution authority is
satisfied that the resolution conditions are met. These conditions
include that a U.K. bank or investment firm is failing or is likely
to fail to satisfy the Financial Services and Markets Act 2000 (the
“FSMA”) threshold conditions for authorization to carry on certain
regulated activities (within the meaning of section 55B FSMA) or,
in the case of a U.K. banking group company that is a European
Economic Area (“EEA”) or third country institution or investment
firm, that the relevant EEA or third country relevant authority is
satisfied that the resolution conditions are met in respect of that
entity.
The U.K. Bail-in Power includes any write-down, conversion,
transfer, modification and/or suspension power, which allows for
(i) the reduction or cancellation of all, or a portion, of the
principal amount of, interest on, or any other amounts payable on,
the securities; (ii) the conversion of all, or a portion, of the
principal amount of, interest on, or any other amounts payable on,
the securities into shares or other securities or other obligations
of Barclays Bank PLC or another person (and the issue to, or
conferral on, the holder or beneficial owner of the securities such
shares, securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the securities, or amendment of the
amount of interest or any other amounts due on the securities, or
the dates on which interest or any other amounts become payable,
including by suspending payment for a temporary period; which U.K.
Bail-in Power may be exercised by means of a variation of the terms
of the securities solely to give effect to the exercise by the
relevant U.K. resolution authority of such U.K. Bail-in Power. Each
holder and beneficial owner of the securities further acknowledges
and agrees that the rights of the holders or beneficial owners of
the securities are subject to, and will be varied, if necessary,
solely to give effect to, the exercise of any U.K. Bail-in Power by
the relevant U.K. resolution authority. For the avoidance of doubt,
this consent and acknowledgment is not a waiver of any rights
holders or beneficial owners of the securities may have at law if
and to the extent that any U.K. Bail-in Power is exercised by the
relevant U.K. resolution authority in breach of laws applicable in
England.
For more information, please see “Risk Factors—You may lose some
or all of your investment if any U.K. bail-in power is exercised by
the relevant U.K. resolution authority” in this document as well as
“U.K. Bail-in Power,” “Risk Factors—Risks Relating to the
Securities Generally—Regulatory action in the event a bank or
investment firm in the Group is failing or likely to fail could
materially adversely affect the value of the securities” and “Risk
Factors—Risks Relating to the Securities Generally—Under the terms
of the securities, you have agreed to be bound by the exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority”
in the accompanying prospectus supplement.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Investment Summary
Contingent Income Auto-Callable Securities
Principal at Risk Securities
The Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber Technologies,
Inc., which we refer to as the securities, provide an opportunity
for investors to receive a contingent quarterly payment, which is
an amount equal to $0.35875 (3.5875% of the stated principal
amount), with respect to each quarterly determination date on which
the closing price of the underlier is greater than or equal to 50%
of the initial underlier value, which we refer to as the downside
threshold level. However, if the closing price of the underlier is
less than the downside threshold level on a determination date,
investors will not receive any contingent quarterly payment for
that determination date. The closing price of the underlier could
be below the downside threshold level on most or all of the
determination dates so that you receive few or no contingent
quarterly payments over the term of the securities.
If the closing price of the underlier is greater than or equal to
the initial underlier value on any determination date (other than
the final determination date), the securities will be automatically
redeemed for an early redemption payment equal to the stated
principal amount plus the contingent quarterly payment
otherwise due. If the securities are automatically redeemed prior
to maturity, investors will receive no further contingent quarterly
payments. At maturity, if the securities have not previously been
redeemed and the final underlier value is greater than or equal to
the downside threshold level, the payment at maturity will be equal
to the stated principal amount plus the contingent quarterly
payment otherwise due. However, if the securities have not
previously been redeemed and the final underlier value is less than
the downside threshold level, investors will lose 1% of the stated
principal amount for every 1% that the final underlier value is
less than the initial underlier value. Under these circumstances,
the amount investors receive will be less than 50% of the stated
principal amount and could be zero. Investors in the securities
must be willing and able to accept the risk of losing their entire
initial investment and also the risk of not receiving any
contingent quarterly payment throughout the entire term of the
securities. In addition, investors will not participate in any
appreciation of the underlier.
Key Investment Rationale
The securities are for investors who are willing and able to risk
their principal and forgo guaranteed interest payments, in exchange
for the opportunity to receive contingent quarterly payments at a
potentially above-market rate, subject to automatic early
redemption. The securities offer investors an opportunity to
receive a contingent quarterly payment of $0.35875 (3.5875% of the
stated principal amount) with respect to each determination date on
which the closing price of the underlier is greater than or equal
to the downside threshold level. In addition, the following
scenarios reflect the potential payment on the securities, if any,
upon an automatic early redemption or at maturity:
Scenario 1 |
On any determination date (other than the final determination
date), the closing price of the underlier is greater than or
equal to the initial underlier value.
§ The
securities will be automatically redeemed for (i) the stated
principal amount plus (ii) the contingent quarterly payment
otherwise due.
§ Investors
will not participate in any appreciation of the underlier from the
initial underlier value and will receive no further contingent
quarterly payments.
|
Scenario 2 |
The securities are not automatically redeemed prior to maturity
and the final underlier value is greater than or equal to
the downside threshold level.
§ The
payment due at maturity will be (i) the stated principal amount
plus (ii) the contingent quarterly payment otherwise
due.
§ Investors
will not participate in any appreciation of the underlier from the
initial underlier value.
|
Scenario 3 |
The securities are not automatically redeemed prior to maturity
and the final underlier value is less than the downside
threshold level.
§ The
payment due at maturity will be equal to the stated principal
amount times the underlier performance factor. In this case, at
maturity, the securities pay less than 50% of the stated principal
amount and the percentage loss of the stated principal amount will
be equal to the percentage decrease in the final underlier value
from the initial underlier value. For example, if the final
underlier value is 55% less than the initial underlier value, the
securities will pay $4.50 per security, or 45% of the stated
principal amount, for a loss of 55% of the stated principal amount.
Investors will lose a significant portion and may lose all of
their principal in this scenario.
|
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Selected Purchase Considerations
The securities are not suitable
for all investors. The securities may be a suitable
investment for you if all of the following statements are
true:
|
§ |
You do
not seek an investment that produces fixed periodic interest or
coupon payments or other non-contingent sources of current
income. |
|
§ |
You do
not anticipate that the final underlier value will be less than the
downside threshold level on the final determination date, and you
are willing and able to accept the risk that, if it is, you will
lose a significant portion or all of the stated principal
amount. |
|
§ |
You do
not anticipate that the closing price of the underlier will be less
than the downside threshold level on any determination date, and
you are willing and able to accept the risk that, if it is, you may
receive few or no contingent quarterly payments over the term of
the securities. |
|
§ |
You
are willing and able to forgo participation in any appreciation of
the underlier, and you understand that any return on your
investment will be limited to the contingent quarterly payments
that may be payable on the securities. |
|
§ |
You
are willing and able to accept the risks associated with an
investment linked to the performance of the underlier, as explained
in more detail in the “Risk Factors” section of this
document. |
|
§ |
You
understand and accept that you will not be entitled to receive
dividends or distributions that may be paid to holders of the
underlier, nor will you have any voting rights with respect to the
issuer of the underlier. |
|
§ |
You
are willing and able to accept the risk that the securities may be
automatically redeemed prior to scheduled maturity and that you may
not be able to reinvest your money in an alternative investment
with comparable risk and yield. |
|
§ |
You do
not seek an investment for which there will be an active secondary
market and you are willing and able to hold the securities to
maturity if the securities are not automatically
redeemed. |
|
§ |
You
are willing and able to assume our credit risk for all payments on
the securities. |
|
§ |
You
are willing and able to consent to the exercise of any U.K. Bail-in
Power by any relevant U.K. resolution authority. |
The securities may
not be a suitable investment for you if any of
the following statements are true:
|
§ |
You
seek an investment that produces fixed periodic interest or coupon
payments or other non-contingent sources of current
income. |
|
§ |
You
seek an investment that provides for the full repayment of
principal at maturity. |
|
§ |
You
anticipate that the final underlier value will be less than the
downside threshold level on the final determination date, or you
are unwilling or unable to accept the risk that, if it is, you will
lose a significant portion or all of the stated principal
amount. |
|
§ |
You
anticipate that the closing price of the underlier will be less
than the downside threshold level on one or more determination
dates, or you are unwilling or unable to accept the risk that, if
it is, you may receive few or no contingent quarterly payments over
the term of the securities. |
|
§ |
You
seek exposure to any upside performance of the underlier or you
seek an investment with a return that is not limited to the
contingent quarterly payments that may be payable on the
securities. |
|
§ |
You
are unwilling or unable to accept the risks associated with an
investment linked to the performance of the underlier, as explained
in more detail in the “Risk Factors” section of this
document. |
|
§ |
You
seek an investment that entitles you to dividends or distributions
on, or voting rights related to, the underlier. |
|
§ |
You
are unwilling or unable to accept the risk that the securities may
be automatically redeemed prior to scheduled maturity. |
|
§ |
You
seek an investment for which there will be an active secondary
market and/or you are unwilling or unable to hold the securities to
maturity if they are not automatically redeemed. |
|
§ |
You
are unwilling or unable to assume our credit risk for all payments
on the securities. |
|
§ |
You
are unwilling or unable to consent to the exercise of any U.K.
Bail-in Power by any relevant U.K. resolution
authority. |
You must rely on your own evaluation of the merits of an
investment in the securities. You should reach a decision
whether to invest in the securities after carefully considering,
with your advisors, the suitability of the securities in light of
your investment objectives and the specific information set forth
in this document, the prospectus, the prospectus supplement and the
prospectus addendum. Neither the issuer nor Barclays Capital Inc.
makes any recommendation as to the suitability of the securities
for investment.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
How the Securities Work
The following diagrams illustrate the potential outcomes for the
securities depending on the closing price of the underlier on the
determination dates.
Diagram #1: Determination Dates Prior to the Final Determination
Date

Diagram #2: Payment at Maturity If No Automatic Early Redemption
Occurs

For more information about the payment upon an automatic early
redemption or at maturity in different hypothetical scenarios, see
“Hypothetical Examples” below.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Hypothetical Examples
The numbers appearing in the following examples may have been
rounded for ease of analysis. The examples below assume that the
securities will be held until maturity or earlier redemption and do
not take into account the tax consequences of an investment in the
securities. The examples below are based on the following
terms:*
Hypothetical Initial Underlier
Value: |
$100.00 |
Hypothetical Downside Threshold
Level: |
$50.000,
which is 50% of the hypothetical initial underlier
value |
Contingent Quarterly
Payment: |
$0.35875
(3.5875% of the stated principal amount) |
Stated Principal Amount: |
$10
per security |
* Terms used for purposes of these hypothetical examples do not
represent the actual initial underlier value or downside threshold
level applicable to the securities. In particular, the hypothetical
initial underlier value of $100.00 used in these examples has been
chosen for illustrative purposes only and does not represent the
actual initial underlier value. Please see “Uber Technologies, Inc.
Overview” below for recent actual values of the underlier. The
actual initial underlier value and downside threshold level
applicable to the securities are set forth on the cover page of
this document.
In Examples 1 and 2, the closing price of the underlier is greater
than or equal to the hypothetical initial underlier value of
$100.00 on one of the determination dates prior to the final
determination date. Because the closing price of the underlier is
greater than or equal to the initial underlier value on one of the
determination dates prior to the final determination date, the
securities are automatically redeemed following the relevant
determination date. In Examples 3 and 4, the closing price of the
underlier on the determination dates prior to the final
determination date is less than the initial underlier value, and,
consequently, the securities are not automatically redeemed prior
to, and remain outstanding until, maturity.
|
Example
1 |
Example
2 |
Determination
Dates |
Hypothetical
Closing Price |
Contingent
Quarterly Payment (per security) |
Early
Redemption Payment (per security) |
Hypothetical
Closing Price |
Contingent
Quarterly Payment (per security) |
Early
Redemption
Payment (per security) |
#1 |
$40.00 |
$0 |
N/A |
$70.00 |
$0.35875 |
N/A |
#2 |
$100.00 |
—* |
$10.35875 |
$25.00 |
$0 |
N/A |
#3 |
N/A |
N/A |
N/A |
$40.00 |
$0 |
N/A |
#4 |
N/A |
N/A |
N/A |
$45.00 |
$0 |
N/A |
#5 |
N/A |
N/A |
N/A |
$55.00 |
$0.35875 |
N/A |
#6 |
N/A |
N/A |
N/A |
$52.50 |
$0.35875 |
N/A |
#7 |
N/A |
N/A |
N/A |
$45.00 |
$0 |
N/A |
#8 |
N/A |
N/A |
N/A |
$70.00 |
$0.35875 |
N/A |
#9 |
N/A |
N/A |
N/A |
$55.00 |
$0.35875 |
N/A |
#10 |
N/A |
N/A |
N/A |
$125.00 |
—* |
$10.35875 |
#11 |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Final
Determination Date |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
Payment
at Maturity |
N/A |
N/A |
*
If the securities are automatically redeemed, the early redemption
payment will include the contingent quarterly payment otherwise
due.
In Example 1, the securities are automatically redeemed following
the second determination date, as the closing price of the
underlier on the second determination date is greater than or equal
to the initial underlier value. Following the second determination
date, you receive the early redemption payment, calculated as
follows:
stated principal amount + contingent quarterly payment = $10 +
$0.35875 = $10.35875
In this example, the automatic early redemption feature limits
the term of your investment to approximately 6 months and you may
not be able to reinvest at comparable terms or returns. If the
securities are redeemed early, you will stop receiving contingent
quarterly payments.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
In Example 2, the securities are automatically redeemed following
the tenth determination date, as the closing price of the underlier
on the tenth determination date is greater than the initial
underlier value. As the closing prices of the underlier on the
first, fifth, sixth, eighth and ninth determination dates are
greater than or equal to the downside threshold level, you receive
the contingent quarterly payment of $0.35875 with respect to those
determination dates. Following the tenth determination date, you
receive an early redemption payment of $10.35875, which includes
the contingent quarterly payment with respect to that determination
date.
In this example, the automatic early redemption feature limits
the term of your investment to approximately 30 months and you may
not be able to reinvest at comparable terms or returns. If the
securities are redeemed early, you will stop receiving contingent
quarterly payments. Further, although the underlier has appreciated
by 25% from the initial underlier value on the tenth determination
date, upon automatic early redemption, you receive only $10.35875
per security and do not benefit from such appreciation.
|
Example
3 |
Example
4 |
Determination
Dates |
Hypothetical
Closing Price |
Contingent
Quarterly
Payment (per
security) |
Early
Redemption
Payment (per
security) |
Hypothetical
Closing Price |
Contingent
Quarterly
Payment (per
security) |
Early
Redemption
Payment (per
security) |
#1 |
$40.00 |
$0 |
N/A |
$20.00 |
$0 |
N/A |
#2 |
$45.00 |
$0 |
N/A |
$35.00 |
$0 |
N/A |
#3 |
$35.00 |
$0 |
N/A |
$32.50 |
$0 |
N/A |
#4 |
$30.00 |
$0 |
N/A |
$40.00 |
$0 |
N/A |
#5 |
$20.00 |
$0 |
N/A |
$45.00 |
$0 |
N/A |
#6 |
$15.00 |
$0 |
N/A |
$35.00 |
$0 |
N/A |
#7 |
$20.00 |
$0 |
N/A |
$40.00 |
$0 |
N/A |
#8 |
$30.00 |
$0 |
N/A |
$30.00 |
$0 |
N/A |
#9 |
$37.50 |
$0 |
N/A |
$20.00 |
$0 |
N/A |
#10 |
$25.00 |
$0 |
N/A |
$42.50 |
$0 |
N/A |
#11 |
$40.00 |
$0 |
N/A |
$40.00 |
$0 |
N/A |
Final
Determination Date |
$25.00 |
$0 |
N/A |
$60.00 |
—* |
N/A |
Payment
at
Maturity |
$2.50 |
$10.35875 |
* The final contingent quarterly payment, if any, will be paid at
maturity.
Examples 3 and 4 illustrate the payment at maturity per security
based on the final underlier value.
In Example 3, the closing price of the underlier is below the
downside threshold level on each determination date throughout the
term of the securities. As a result, you do not receive any
contingent quarterly payments during the term of the securities. In
addition, because the final underlier value is less than the
downside threshold level, at maturity, you are fully exposed to the
decline in the closing price of the underlier. Thus, investors will
receive a cash payment at maturity that is significantly less than
the stated principal amount per security, calculated as
follows:
($10 × underlier performance factor)
= $10 × (final underlier value / initial underlier value)
= $10 × ($25.00 / $100.00)
= $2.50
In this example, the cash payment you receive at maturity is
significantly less than the stated principal amount.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
In Example 4, the closing price of the underlier is below the
downside threshold level on each of the determination dates prior
to the final determination date. As a result, you do not receive
any contingent quarterly payments following those determination
dates. In addition, the closing price of the underlier decreases to
a final underlier value of $60.00. Although the final underlier
value is less than the initial underlier value, because the final
underlier value is still not less than the downside threshold
level, you receive the stated principal amount plus the
contingent quarterly payment otherwise due. Your payment at
maturity is calculated as follows:
$10 + $0.35875 = $10.35875
In this example, although the final underlier value represents a
40% decline from the initial underlier value, you receive the
stated principal amount per security plus the contingent
quarterly payment otherwise due, equal to a total payment of
$10.35875 per security at maturity.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Risk Factors
An investment in the securities involves significant risks. We
urge you to consult your investment, legal, tax, accounting and
other advisors before you invest in the securities. Investing in
the securities is not equivalent to investing directly in the
underlier. Some of the risks that apply to an investment in the
securities are summarized below, but we urge you to read the more
detailed explanation of risks relating to the securities generally
in the “Risk Factors” sections of the prospectus supplement and the
prospectus addendum. You should not purchase the securities unless
you understand and can bear the risks of investing in the
securities.
|
§ |
The
securities do not guarantee the return of any principal. The
terms of the securities differ from those of ordinary debt
securities in that the securities do not guarantee the return of
any of the stated principal amount at maturity. Instead, if the
securities have not been automatically redeemed prior to maturity
and if the final underlier value is less than the downside
threshold level, you will be exposed to the decline in the closing
price of the underlier, as compared to the initial underlier value,
on a 1-to-1 basis and you will receive for each security that you
hold at maturity an amount in cash equal to the stated principal
amount times the underlier performance factor. Under these
circumstances, your payment at maturity will be less than 50% of
the stated principal amount and could be zero. |
|
§ |
You
will not receive any contingent quarterly payment for any quarterly
period where the closing price of the underlier on the applicable
determination date is less than the downside threshold level.
The terms of the securities differ from those of ordinary debt
securities in that they do not provide for regular interest
payments. Instead, a contingent quarterly payment will be made with
respect to a quarterly period only if the closing price of the
underlier is greater than or equal to the downside threshold level
on the related determination date. If the closing price of the
underlier is below the downside threshold level on any
determination date, you will not receive a contingent quarterly
payment for the related quarterly period. The closing price of the
underlier could be below the downside threshold level on most or
all of the determination dates so that you receive few or no
contingent quarterly payments over the term of the securities. If
you do not receive sufficient contingent quarterly payments over
the term of the securities, the overall return on the securities
may be less than the amount that would be paid on a conventional
debt security of the issuer of comparable maturity. |
|
§ |
Credit
of issuer. The securities are unsecured and unsubordinated debt
obligations of the issuer, Barclays Bank PLC, and are not, either
directly or indirectly, an obligation of any third party. Any
payment to be made on the securities, including any repayment of
principal, is subject to the ability of Barclays Bank PLC to
satisfy its obligations as they come due and is not guaranteed by
any third party. As a result, the actual and perceived
creditworthiness of Barclays Bank PLC may affect the market value
of the securities and, in the event Barclays Bank PLC were to
default on its obligations, you might not receive any amount owed
to you under the terms of the securities. |
|
§ |
You may lose some or all of your investment if any U.K. Bail-in
Power is exercised by the relevant U.K. resolution authority.
Notwithstanding any other agreements, arrangements or
understandings between Barclays Bank PLC and any holder or
beneficial owner of the securities, by acquiring the securities,
each holder and beneficial owner of the securities acknowledges,
accepts, agrees to be bound by, and consents to the exercise of,
any U.K. Bail-in Power by the relevant U.K. resolution authority as
set forth under “Consent to U.K. Bail-in Power” in this document.
Accordingly, any U.K. Bail-in Power may be exercised in such a
manner as to result in you and other holders and beneficial owners
of the securities losing all or a part of the value of your
investment in the securities or receiving a different security from
the securities, which may be worth significantly less than the
securities and which may have significantly fewer protections than
those typically afforded to debt securities. Moreover, the relevant
U.K. resolution authority may exercise the U.K. Bail-in Power
without providing any advance notice to, or requiring the consent
of, the holders and beneficial owners of the securities. The
exercise of any U.K. Bail-in Power by the relevant U.K. resolution
authority with respect to the securities will not be a default or
an Event of Default (as each term is defined in the senior debt
securities indenture) and the trustee will not be liable for any
action that the trustee takes, or abstains from taking, in either
case, in accordance with the exercise of the U.K. Bail-in Power by
the relevant U.K. resolution authority with respect to the
securities. See “Consent to U.K. Bail-in Power” in this document as
well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the
Securities Generally—Regulatory action in the event a bank or
investment firm in the Group is failing or likely to fail could
materially adversely affect the value of the securities” and “Risk
Factors—Risks Relating to the Securities Generally—Under the terms
of the securities, you have agreed to be bound by the exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority”
in the accompanying prospectus supplement. |
|
§ |
Automatic
early redemption risk. The term of your investment in the
securities may be limited to as short as approximately three months
by the automatic early redemption feature of the securities. If the
securities are redeemed prior to maturity, no further contingent
quarterly payments will be made on the securities and you may be
forced to reinvest in a lower interest rate environment. There is
no guarantee that you would be able to reinvest the proceeds from
an investment in the securities in a comparable investment with a
similar level of risk in the event the securities are redeemed
prior to the maturity date. |
|
§ |
Contingent
repayment of principal applies only at maturity. You should be
willing and able to hold the securities to maturity. If you sell
the securities prior to maturity in the secondary market, if any,
you may have to sell the securities at a loss relative to your
initial investment even if the price of the underlier is above the
downside threshold level. |
|
§ |
You
will not participate in any appreciation in the value of the
underlier. You will not participate in any appreciation in the
value of the underlier from the initial underlier value even though
you will be exposed to the depreciation in the value of the
underlier if the securities have not been redeemed prior to
maturity and the final underlier value is less than the
downside |
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
threshold level. The return on the securities will be limited to
the contingent quarterly payment that is paid with respect to each
determination date on which the closing price of the underlier is
greater than or equal to the downside threshold level.
|
§ |
The
securities will not be listed on any securities exchange, and
secondary trading may be limited. Barclays Capital Inc. and
other affiliates of Barclays Bank PLC intend to offer to purchase
the securities in the secondary market but are not required to do
so and may cease any such market making activities at any time,
without notice. Even if a secondary market develops, it may not
provide enough liquidity to allow you to trade or sell the
securities easily. Because other dealers are not likely to make a
secondary market for the securities, the price, if any, at which
you may be able to trade your securities is likely to depend on the
price, if any, at which Barclays Capital Inc. and other affiliates
of Barclays Bank PLC are willing to buy the securities. In
addition, Barclays Capital Inc. or one or more of our other
affiliates may at any time hold an unsold portion of the securities
(as described on the cover page of this document), which may
inhibit the development of a secondary market for the securities.
The securities are not designed to be short-term trading
instruments. Accordingly, you should be willing and able to hold
your securities to maturity. |
|
§ |
The
securities are subject to volatility risk. Volatility is a
measure of the degree of variation in the price of the underlier
over a period of time. The contingent quarterly payment will be
determined on the pricing date based on a number of factors,
including the expected volatility of the underlier. The contingent
quarterly payment will be higher than the fixed rate that we would
pay on a conventional debt security of the same tenor and will be
higher than it otherwise would have been had the expected
volatility of the underlier, calculated as of the pricing date,
been lower. As volatility of an underlier increases, there will
typically be a greater likelihood that (a) the closing price of
that underlier will be less than its downside threshold level on
one or more determination dates and (b) the final underlier value
of that underlier will be less than its downside threshold
level. |
Accordingly, you should understand that a higher contingent
quarterly payment will reflect, among other things, an indication
of a greater likelihood that you will (a) not receive contingent
quarterly payments with respect to one or more determination dates
and/or (b) incur a loss of principal at maturity than would have
been the case had the contingent quarterly payment been lower. In
addition, actual volatility over the term of the securities may be
significantly higher than the expected volatility at the time the
terms of the securities were determined. If actual volatility is
higher than expected, you will face an even greater risk that you
will not receive contingent quarterly payments and/or that you will
lose a significant portion or all of your principal at maturity for
the reasons described above.
|
§ |
The
contingent quarterly payment is based solely on the closing price
of the underlier on the determination dates. Whether the
contingent quarterly payment will be made with respect to a
determination date will be based on the closing price of the
underlier on that determination date. As a result, you will not
know whether you will receive the contingent quarterly payment with
respect to a quarterly period until the related determination date.
Moreover, because each contingent quarterly payment is based solely
on the closing price of the underlier on a specific determination
date, if the closing price on that determination date is less than
the downside threshold level, you will not receive any contingent
quarterly payment with respect to the related quarterly period,
even if the closing price of the underlier was higher on other days
during the term of the securities. |
|
§ |
Investing
in the securities is not equivalent to investing in the
underlier. Investors in the securities will not own the
underlier or have voting rights or rights to receive dividends or
other distributions or any other rights with respect to the
underlier. |
|
§ |
No
affiliation with the issuer of the underlier. The issuer of the
underlier is not an affiliate of ours, is not involved with this
offering in any way, and has no obligation to consider your
interests in taking any corporate actions that might affect the
value of the securities. We have not made any due diligence inquiry
with respect to the issuer of the underlier in connection with this
offering. |
|
§ |
Single
equity risk. The price of the underlier can rise or fall
sharply due to factors specific to the underlier and its issuer,
such as stock price volatility, earnings, financial conditions,
corporate, industry and regulatory developments, management changes
and decisions and other events, as well as general market factors,
such as general stock market volatility and levels, interest rates
and economic and political conditions. We urge you to review
financial and other information filed periodically with the SEC by
the issuer of the underlier. |
|
§ |
We
may engage in business with or involving the issuer of the
underlier without regard to your interests. We or our
affiliates may presently or from time to time engage in business
with the issuer of the underlier without regard to your interests
and thus may acquire non-public information about the issuer of the
underlier. Neither we nor any of our affiliates undertakes to
disclose any such information to you. In addition, we or our
affiliates from time to time have published and in the future may
publish research reports with respect to the issuer of the
underlier, which may or may not recommend that investors buy or
hold the underlier. |
|
§ |
The
underlier has a limited trading history. The underlier
commenced regular trading on the New York Stock Exchange on May 10,
2019 and therefore has limited historical performance. Past
performance should not be considered indicative of future
performance. |
|
§ |
Anti-dilution
protection is limited, and the calculation agent has discretion to
make anti-dilution adjustments. The calculation agent may in
its sole discretion make adjustments affecting the amounts payable
on the securities upon the occurrence of certain corporate events
(such as stock splits or extraordinary or special dividends) that
the calculation agent |
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
determines have a diluting or concentrative effect on the
theoretical value of the underlier. However, the calculation agent
might not make such adjustments in response to all events that
could affect the underlier. The occurrence of any such event and
any adjustment made by the calculation agent (or a determination by
the calculation agent not to make any adjustment) may adversely
affect the market price of, and any amounts payable on, the
securities. See “Reference Assets—Equity Securities—Share
Adjustments Relating to Securities with an Equity Security as a
Reference Asset” in the accompanying prospectus supplement.
|
§ |
Reorganization
or other events could adversely affect the value of the securities
or result in the securities being accelerated. Upon the
occurrence of certain reorganization events or a nationalization,
expropriation, liquidation, bankruptcy, insolvency or de-listing of
the underlier, the calculation agent will make adjustments to the
underlier that may result in payments on the securities being based
on the performance of shares, cash or other assets distributed to
holders of the underlier upon the occurrence of such event or, in
some cases, the calculation agent may accelerate the maturity date
for a payment determined by the calculation agent. Any of these
actions could adversely affect the value of the underlier and,
consequently, the value of the securities. Any amount payable upon
acceleration could be significantly less than the amount(s) that
would be due on the securities if they were not accelerated. See
“Reference Assets—Equity Securities—Share Adjustments Relating to
Securities with an Equity Security as a Reference Asset” in the
accompanying prospectus supplement. |
|
§ |
Hedging
and trading activity by the issuer and its affiliates could
potentially adversely affect the value of the securities.
Hedging or trading activities of the issuer’s affiliates and of any
other hedging counterparty with respect to the securities could
adversely affect the value of the underlier and, as a result, could
decrease the amount an investor may receive on the securities at
maturity, if any. Any of these hedging or trading activities on or
prior to the pricing date could have increased the initial
underlier value and, as a result, the downside threshold level,
which is the price at or above which the underlier must close on
each determination date in order for you to receive a contingent
quarterly payment or, if the securities are not redeemed prior to
maturity, in order for you to avoid being exposed to the negative
price performance of the underlier at maturity. Additionally, such
hedging or trading activities during the term of the securities
could potentially affect the price of the underlier on the
determination dates and, accordingly, whether investors will
receive one or more contingent quarterly payments, whether the
securities are automatically redeemed prior to maturity and, if the
securities are not redeemed prior to maturity, the payment at
maturity, if any. |
|
§ |
The
market price of the securities will be influenced by many
unpredictable factors. Several factors will influence the value
of the securities in the secondary market and the price at which
Barclays Capital Inc. and other affiliates of Barclays Bank PLC may
be willing to purchase or sell the securities in the secondary
market. Although we expect that generally the value of the
underlier on any day will affect the value of the securities more
than any other single factor, other factors that may influence the
value of the securities include: |
|
o |
the volatility (frequency and magnitude of changes in value) of
the underlier; |
|
o |
whether the closing price has been, or is expected to be, below
the downside threshold level on any determination date; |
|
o |
dividend rates on the underlier; |
|
o |
interest and yield rates in the market; |
|
o |
time remaining until the securities mature; |
|
o |
supply and demand for the securities; |
|
o |
geopolitical conditions and economic, financial, political,
regulatory and judicial events that affect the underlier and that
may affect the final underlier value; and |
|
o |
any actual or anticipated changes in our credit ratings or
credit spreads. |
The value of the underlier may be, and has recently been, volatile,
and we can give you no assurance that the volatility will lessen.
See “Uber Technologies, Inc. Overview” below. You may receive less,
and possibly significantly less, than the stated principal amount
per security if you try to sell your securities prior to
maturity.
|
§ |
The
estimated value of your securities is lower than the initial issue
price of your securities. The estimated value of your
securities on the pricing date is lower than the initial issue
price of your securities. The difference between the initial issue
price of your securities and the estimated value of the securities
is a result of certain factors, such as any sales commissions to be
paid to Barclays Capital Inc. or another affiliate of ours, any
selling concessions, discounts, commissions or fees to be allowed
or paid to non-affiliated intermediaries, the estimated profit that
we or any of our affiliates expect to earn in connection with
structuring the securities, the estimated cost that we may incur in
hedging our obligations under the securities, and estimated
development and other costs that we may incur in connection with
the securities. |
|
§ |
The
estimated value of your securities might be lower if such estimated
value were based on the levels at which our debt securities trade
in the secondary market. The estimated value of your securities
on the pricing date is based on a number of variables, including
our internal funding rates. Our internal funding rates may vary
from the levels at which our benchmark debt securities trade in the
secondary market. As a result of this difference, the estimated
value referenced above |
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
might be lower if such estimated value were based on the levels at
which our benchmark debt securities trade in the secondary
market.
|
§ |
The
estimated value of the securities is based on our internal pricing
models, which may prove to be inaccurate and may be different from
the pricing models of other financial institutions. The
estimated value of your securities on the pricing date is based on
our internal pricing models, which take into account a number of
variables and are based on a number of subjective assumptions,
which may or may not materialize. These variables and assumptions
are not evaluated or verified on an independent basis. Further, our
pricing models may be different from other financial institutions’
pricing models and the methodologies used by us to estimate the
value of the securities may not be consistent with those of other
financial institutions that may be purchasers or sellers of
securities in the secondary market. As a result, the secondary
market price of your securities may be materially different from
the estimated value of the securities determined by reference to
our internal pricing models. |
|
§ |
The
estimated value of your securities is not a prediction of the
prices at which you may sell your securities in the secondary
market, if any, and such secondary market prices, if any, will
likely be lower than the initial issue price of your securities and
may be lower than the estimated value of your securities. The
estimated value of the securities will not be a prediction of the
prices at which Barclays Capital Inc., other affiliates of ours or
third parties may be willing to purchase the securities from you in
secondary market transactions (if they are willing to purchase,
which they are not obligated to do). The price at which you may be
able to sell your securities in the secondary market at any time
will be influenced by many factors that cannot be predicted, such
as market conditions, and any bid and ask spread for similar sized
trades, and may be substantially less than our estimated value of
the securities. Further, as secondary market prices of your
securities take into account the levels at which our debt
securities trade in the secondary market, and do not take into
account our various costs related to the securities such as fees,
commissions, discounts, and the costs of hedging our obligations
under the securities, secondary market prices of your securities
will likely be lower than the initial issue price of your
securities. As a result, the price at which Barclays Capital Inc.,
other affiliates of ours or third parties may be willing to
purchase the securities from you in secondary market transactions,
if any, will likely be lower than the price you paid for your
securities, and any sale prior to the maturity date could result in
a substantial loss to you. |
|
§ |
The
temporary price at which we may initially buy the securities in the
secondary market and the value we may initially use for customer
account statements, if we provide any customer account statements
at all, may not be indicative of future prices of your
securities. Assuming that all relevant factors remain constant
after the pricing date, the price at which Barclays Capital Inc.
may initially buy or sell the securities in the secondary market
(if Barclays Capital Inc. makes a market in the securities, which
it is not obligated to do) and the value that we may initially use
for customer account statements, if we provide any customer account
statements at all, may exceed our estimated value of the securities
on the pricing date, as well as the secondary market value of the
securities, for a temporary period after the initial issue date of
the securities. The price at which Barclays Capital Inc. may
initially buy or sell the securities in the secondary market and
the value that we may initially use for customer account statements
may not be indicative of future prices of your
securities. |
|
§ |
We
and our affiliates, and any dealer participating in the
distribution of the securities, may engage in various activities or
make determinations that could materially affect your securities in
various ways and create conflicts of interest. We and our
affiliates play a variety of roles in connection with the issuance
of the securities, as described below. In performing these roles,
our and our affiliates’ economic interests are potentially adverse
to your interests as an investor in the securities. |
In connection with our normal business activities and in connection
with hedging our obligations under the securities, we and our
affiliates make markets in and trade various financial instruments
or products for our accounts and for the account of our clients and
otherwise provide investment banking and other financial services
with respect to these financial instruments and products. These
financial instruments and products may include securities,
derivative instruments or assets that may relate to the underlier.
In any such market making, trading and hedging activity, investment
banking and other financial services, we or our affiliates may take
positions or take actions that are inconsistent with, or adverse
to, the investment objectives of the holders of the securities. We
and our affiliates have no obligation to take the needs of any
buyer, seller or holder of the securities into account in
conducting these activities. Such market making, trading and
hedging activity, investment banking and other financial services
may negatively impact the value of the securities.
In addition, the role played by Barclays Capital Inc., as the agent
for the securities, could present significant conflicts of interest
with the role of Barclays Bank PLC, as issuer of the securities.
For example, Barclays Capital Inc. or its representatives may
derive compensation or financial benefit from the distribution of
the securities and such compensation or financial benefit may serve
as an incentive to sell the securities instead of other
investments. Furthermore, we and our affiliates establish the
offering price of the securities for initial sale to the public,
and the offering price is not based upon any independent
verification or valuation.
Furthermore, if any dealer participating in the distribution of the
securities or any of its affiliates conducts hedging activities for
us in connection with the securities, that participating dealer or
its affiliates will expect to realize a projected profit from such
hedging activities, and this projected profit will be in addition
to any selling concession that the participating dealer realizes
for the sale of the securities to you. This additional
projected profit may create a further incentive for the
participating dealer to sell the securities to you.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
In addition to the activities described above, we will also act as
the calculation agent for the securities. As calculation agent, we
will determine any values of the underlier and make any other
determinations necessary to calculate any payments on the
securities. In making these determinations, we may be required to
make discretionary judgments, including determining whether a
market disruption event has occurred on any date that the value of
the underlier is to be determined; determining whether to adjust
any variable described herein in the case of certain corporate
events related to the underlier that the calculation agent
determines have a diluting or concentrative effect on the
theoretical value of the shares of the underlier; and determining
whether to accelerate the maturity date upon the occurrence of
certain reorganization events and additional adjustment events. In
making these discretionary judgments, our economic interests are
potentially adverse to your interests as an investor in the
securities, and any of these determinations may adversely affect
any payments on the securities.
|
§ |
Tax
treatment. Significant
aspects of the tax treatment of the securities are uncertain. You
should consult your tax advisor about your tax situation. See
“Additional provisions—Tax considerations”
below. |
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Uber Technologies, Inc. Overview
According to publicly available information, Uber Technologies,
Inc. (the “Company”) is a technology company that develops and
supports proprietary technology applications that enable
independent providers of ridesharing services to transact with
riders and Eats meal preparation and delivery services to transact
with end-users.
Information filed by the Company with the SEC under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), can be
located by reference to its SEC file number: 001-38902. The
Company’s common stock is listed on the New York Stock Exchange
under the ticker symbol “UBER.”
We urge you to read the following section in the accompanying
prospectus supplement: “Reference Assets—Equity
Securities—Reference Asset Issuer and Reference Asset Information.”
Companies with securities registered under the Exchange Act are
required to file financial and other information specified by the
SEC periodically. Information provided to or filed with the SEC by
the Company can be located on a website maintained by the SEC at
http://www.sec.gov by reference to the Company’s SEC file number
provided above.
The summary information above regarding the Company comes from the
Company’s SEC filings. You are urged to refer to the SEC filings
made by the Company and to other publicly available information
(such as the Company’s annual report) to obtain an understanding of
the Company’s business and financial prospects. The summary
information contained above is not designed to be, and should not
be interpreted as, an effort to present information regarding the
financial prospects of any issuer or any trends, events or other
factors that may have a positive or negative influence on those
prospects or as an endorsement of any particular issuer.
Information from outside sources is not incorporated by
reference in, and should not be considered part of, this document
or the accompanying prospectus, prospectus supplement or prospectus
addendum. We have not independently verified the accuracy or
completeness of the information obtained from outside
sources.
Information about the underlier as of market close on July 2,
2020:
Bloomberg Ticker Symbol: |
UBER
UN |
52 Week High: |
$44.53 |
Current Closing Price: |
$30.68 |
52 Week Low: |
$14.82 |
52 Weeks Ago (7/5/2019): |
$43.53 |
|
|
The following table sets forth the published high, low and
period-end closing prices of the underlier for each quarter for the
period of May 10, 2019 through July 2, 2020. The associated graph
shows the closing prices of the underlier for each day in the same
period. The underlier began trading on the New York Stock Exchange
on May 10, 2019 and therefore has limited performance history. The
closing price of the underlier on July 2, 2020 was $30.68. We
obtained the closing prices of the underlier from Bloomberg
Professional® service, without independent verification.
Historical performance of the underlier should not be taken as an
indication of future performance. Future performance of the
underlier may differ significantly from historical performance, and
no assurance can be given as to the closing price of the underlier
during the term of the securities, including on any of the
determination dates. We cannot give you assurance that the
performance of the underlier will not result in a loss on your
initial investment. The closing prices below may have been
adjusted to reflect certain corporate actions, such as stock
splits, public offerings, mergers and acquisitions, spin-offs,
extraordinary dividends, delistings and bankruptcy.
Common Stock of Uber Technologies, Inc. |
High |
Low |
Period End |
2019 |
|
|
|
Second
Quarter (commencing on May 10, 2019)* |
$46.38 |
$37.10 |
$46.38 |
Third
Quarter |
$44.53 |
$30.29 |
$30.47 |
Fourth
Quarter |
$33.75 |
$25.99 |
$29.74 |
2020 |
|
|
|
First
Quarter |
$41.27 |
$14.82 |
$27.92 |
Second
Quarter |
$37.21 |
$22.82 |
$31.08 |
Third
Quarter (through July 2, 2020) |
$30.68 |
$30.43 |
$30.68 |
*
The underlier commenced trading on the New York Stock Exchange on
May 10, 2019 and therefore has limited historical performance. For
this reason, available information for the second quarter of 2019
includes data for the period from May 10, 2019 through June 30,
2019. Accordingly, the “High,” “Low” and “Period End” data
indicated are for this shortened period only and do not reflect
complete data for the second calendar quarter of 2019.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Uber Technologies, Inc. common stock — daily closing prices*
May 10, 2019 to July 2, 2020 |
 |
* The
dotted line indicates the downside threshold level of 50% of the
initial underlier value. |
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
Additional Information about the Securities
Please read this information in conjunction with the terms on the
cover page of this document.
Additional provisions: |
|
Minimum ticketing size: |
$1,000
/ 100 securities |
Tax considerations: |
You should review carefully the sections in the accompanying
prospectus supplement entitled “Material U.S. Federal Income Tax
Consequences—Tax Consequences to U.S. Holders—Notes Treated as
Prepaid Forward or Derivative Contracts with Associated Contingent
Coupons” and, if you are a non-U.S. holder, “—Tax Consequences to
Non-U.S. Holders.” The following discussion supersedes the
discussion in the accompanying prospectus supplement to the extent
it is inconsistent therewith.
In determining our reporting responsibilities, if any, we intend to
treat (i) the securities for U.S. federal income tax purposes as
prepaid forward contracts with associated contingent coupons and
(ii) any contingent quarterly payments as ordinary income, as
described in the section entitled “Material U.S. Federal Income Tax
Consequences—Tax Consequences to U.S. Holders—Notes Treated as
Prepaid Forward or Derivative Contracts with Associated Contingent
Coupons” in the accompanying prospectus supplement. Our special tax
counsel, Davis Polk & Wardwell LLP, has advised that it
believes this treatment to be reasonable, but that there are other
reasonable treatments that the Internal Revenue Service (the “IRS”)
or a court may adopt.
Sale, exchange or redemption of a security. Assuming the
treatment described above is respected, upon a sale or exchange of
the securities (including redemption upon an automatic call or at
maturity), you should recognize capital gain or loss equal to the
difference between the amount realized on the sale or exchange and
your tax basis in the securities, which should equal the amount you
paid to acquire the securities (assuming contingent quarterly
payments are properly treated as ordinary income, consistent with
the position referred to above). This gain or loss should be
short-term capital gain or loss unless you hold the securities for
more than one year, in which case the gain or loss should be
long-term capital gain or loss, whether or not you are an initial
purchaser of the securities at the issue price. The deductibility
of capital losses is subject to limitations. If you sell your
securities between the time your right to a contingent quarterly
payment is fixed and the time it is paid, it is likely that you
will be treated as receiving ordinary income equal to the
contingent quarterly payment. Although uncertain, it is possible
that proceeds received from the sale or exchange of your securities
prior to a determination date but that can be attributed to an
expected contingent quarterly payment could be treated as ordinary
income. You should consult your tax advisor regarding this
issue.
As noted above, there are other reasonable treatments that the IRS
or a court may adopt, in which case the timing and character of any
income or loss on the securities could be materially affected. In
addition, in 2007 the U.S. Treasury Department and the IRS released
a notice requesting comments on the U.S. federal income tax
treatment of “prepaid forward contracts” and similar instruments.
The notice focuses in particular on whether to require investors in
these instruments to accrue income over the term of their
investment. It also asks for comments on a number of related
topics, including the character of income or loss with respect to
these instruments and the relevance of factors such as the nature
of the underlying property to which the instruments are linked.
While the notice requests comments on appropriate transition rules
and effective dates, any Treasury regulations or other guidance
promulgated after consideration of these issues could materially
affect the tax consequences of an investment in the securities,
possibly with retroactive effect. You should consult your tax
advisor regarding the U.S. federal income tax consequences of an
investment in the securities, including possible alternative
treatments and the issues presented by this notice.
Non-U.S. holders. Insofar as we have responsibility as a
withholding agent, we do not currently intend to treat contingent
quarterly payments to non-U.S. holders (as defined in the
accompanying prospectus supplement) as subject to U.S. withholding
tax. However, non-U.S. holders should in any event expect to be
required to provide appropriate Forms W-8 or other documentation in
order to establish an exemption from backup withholding, as
described under the heading “—Information Reporting and Backup
Withholding” in the accompanying prospectus supplement. If any
withholding is required, we will not be required to pay any
additional amounts with respect to amounts withheld.
Treasury regulations under Section 871(m) generally impose a
withholding tax on certain “dividend equivalents” under certain
“equity linked instruments.” A recent IRS notice excludes from the
scope of Section 871(m) instruments issued prior to January 1, 2023
that do not have a “delta of one” with respect to underlying
securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an “Underlying Security”). Based on our
determination that the securities do not have a “delta of one”
within the meaning of the regulations, our special tax counsel is
of the opinion that these regulations should not apply to the
securities with regard to non-U.S. holders. Our determination is
not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is
|
Contingent Income Auto-Callable Securities due July 7, 2023
Based on the Performance of the Common Stock of Uber
Technologies, Inc.
Principal at Risk
Securities
|
complex and its
application may depend on your particular circumstances, including
whether you enter into other transactions with respect to an
Underlying Security. You should consult your tax advisor regarding
the potential application of Section 871(m) to the
securities. |
Trustee: |
The
Bank of New York Mellon |
Calculation agent: |
Barclays
Bank PLC |
Use of proceeds and hedging: |
The net proceeds we receive from the sale of the securities will be
used for various corporate purposes as set forth in the prospectus
and prospectus supplement and, in part, in connection with hedging
our obligations under the securities through one or more of our
subsidiaries.
We, through our subsidiaries or others, hedge our anticipated
exposure in connection with the securities by taking positions in
futures and options contracts on the underlier and any other
securities or instruments we may wish to use in connection
with such hedging. Trading and other transactions by us or our
affiliates could affect the value of the underlier, the market
value of the securities or any amounts payable on the securities.
For further information on our use of proceeds and hedging, see
“Use of Proceeds and Hedging” in the prospectus supplement.
|
ERISA: |
See
“Benefit Plan Investor Considerations” in the accompanying
prospectus supplement. |
Validity of the securities: |
In the
opinion of Davis Polk & Wardwell LLP, as special United States
products counsel to Barclays Bank PLC, when the securities offered
by this pricing supplement have been executed and issued by
Barclays Bank PLC and authenticated by the trustee pursuant to the
indenture, and delivered against payment as contemplated herein,
such securities will be valid and binding obligations of Barclays
Bank PLC, enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally, concepts of reasonableness and
equitable principles of general applicability (including, without
limitation, concepts of good faith, fair dealing and the lack of
bad faith) and possible judicial or regulatory actions giving
effect to governmental actions or foreign laws affecting creditors’
rights, provided that such counsel expresses no opinion as
to the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law on the conclusions expressed
above. This opinion is given as of the date hereof and is limited
to the laws of the State of New York. Insofar as this opinion
involves matters governed by English law, Davis Polk & Wardwell
LLP has relied, with Barclays Bank PLC’s permission, on the opinion
of Davis Polk & Wardwell London LLP, dated as of June 14, 2019,
filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on
June 14, 2019, and this opinion is subject to the same assumptions,
qualifications and limitations as set forth in such opinion of
Davis Polk & Wardwell London LLP. In addition, this opinion is
subject to customary assumptions about the trustee’s authorization,
execution and delivery of the indenture and its authentication of
the securities and the validity, binding nature and enforceability
of the indenture with respect to the trustee, all as stated in the
letter of Davis Polk & Wardwell LLP, dated June 14, 2019, which
has been filed as an exhibit to the report on Form 6-K referred to
above. |
This document represents a summary of the terms and conditions
of the securities. We encourage you to read the accompanying
prospectus, prospectus supplement and prospectus addendum for this
offering, which can be accessed via the hyperlinks on the cover
page of this document.
Supplemental Plan of Distribution
Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth
Management”) and its financial advisors will collectively receive
from the agent, Barclays Capital Inc., a fixed sales commission for
each security they sell, and Morgan Stanley Wealth Management will
receive a structuring fee for each security, in each case as
specified on the cover page of this document.
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