Pricing Supplement dated November 24, 2020
(To the Prospectus dated August 1, 2019, the Prospectus
Supplement dated August 1, 2019 and the Prospectus Addendum
dated May 11, 2020)
|
Filed Pursuant to Rule 424(b)(2)
Registration No. 333–232144
|
 |
$1,000,000
Phoenix AutoCallable Notes due May 27, 2022
Linked to the Common Stock of PayPal Holdings, Inc.
Global
Medium-Term Notes, Series A
|
Terms
used in this pricing supplement, but not defined
herein, shall have the meanings ascribed to them in the
prospectus supplement.
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Issuer:
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Barclays Bank PLC
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Denominations:
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Minimum denomination of $1,000, and integral multiples of $1,000 in
excess thereof
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Initial Valuation Date:
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November 24, 2020
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Issue Date:
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November 30, 2020
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Final Valuation Date:*
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May 24, 2022
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Maturity Date:*
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May 27, 2022
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Reference Asset:
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The common
stock of PayPal Holdings, Inc. (Bloomberg ticker
symbol: PYPL UW<Equity>)
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Automatic Call:
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The Notes cannot be redeemed for the first six months after the
Issue Date. If, on any Call Valuation Date, the Closing Value of
the Reference Asset is greater than or equal to the
Call Value, the Notes will be automatically redeemed for a cash
payment per $1,000 principal amount Note equal to the Redemption
Price payable on the Call Settlement Date. No further amounts will
be payable on the Notes after the Call Settlement Date.
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|
Payment at Maturity:
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If the Notes are not redeemed prior to scheduled maturity,
and if you hold the Notes to maturity, you will receive on the
Maturity Date a cash payment per $1,000 principal amount Note that
you hold (in each case, in addition to any Contingent Coupon that
may be payable on such date) determined as follows:
§ If
the Final Value of the Reference Asset is greater than or
equal to the Barrier Value, you will receive a payment of
$1,000 per $1,000 principal amount Note
§ If
the Final Value of the Reference Asset is less than the
Barrier Value, you will receive an amount per $1,000 principal
amount Note calculated as follows:
$1,000 + [$1,000 × Reference Asset Return of the Reference
Asset]
If
the Notes are not redeemed prior to scheduled
maturity, and if the Final Value of the
Reference Asset is less than the Barrier Value, your
Notes will be fully exposed to the decline of the Reference Asset
from its Initial Value. You may lose up to 100.00% of
the principal amount of your Notes at maturity.
Any
payment on the Notes, 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 (as
described on page PS-2 of this pricing supplement) by the
relevant U.K. resolution
authority. If Barclays Bank PLC were to default on
its payment obligations or become subject to the exercise of any
U.K. Bail-in Power (or
any other resolution measure) by the relevant
U.K. resolution authority,
you might not receive any amounts owed to you under the
Notes. See “Consent to U.K. Bail-in
Power” and “Selected Risk
Considerations” in this pricing supplement and
“Risk Factors” in the accompanying prospectus supplement
for more information.
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Consent to U.K. Bail-in Power:
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Notwithstanding
any other agreements, arrangements or understandings between
Barclays Bank PLC and any holder or beneficial owner of the Notes,
by acquiring the Notes, each holder and beneficial owner of the
Notes acknowledges, accepts, agrees to be bound by, and consents to
the exercise of, any U.K. Bail-in Power by the relevant U.K.
resolution authority. See “Consent to U.K. Bail-in Power”
on page PS–2 of this
pricing supplement.
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[Terms of the Notes Continue on the Next Page]
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Initial
Issue Price(1)(2)
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Price to Public
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Agent’s
Commission(3)
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Proceeds to Barclays Bank PLC
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Per Note
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$1,000
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100%
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0.00%
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100.00%
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Total
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$1,000,0001
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$1,000,000
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$00.00
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$1,000,000
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(2) |
Investors that
hold their Notes in fee-based advisory or trust accounts may be
charged fees by the investment advisor or manager of such account
based on the amount of assets held in those accounts, including the
Notes. |
Investing
in the Notes involves a number of risks. See “Risk Factors” beginning on
page S–7 of the
prospectus supplement and “Selected Risk
Considerations” beginning on
page PS–8 of this
pricing supplement.
We may use this pricing supplement in the initial sale of Notes.
In addition, Barclays Capital Inc. or another of our affiliates may
use this pricing supplement in market resale transactions in any
Notes after their initial sale. Unless we or our agent informs you
otherwise in the confirmation of sale, this pricing supplement is
being used in a market resale transaction.
The
Notes will not be listed on any U.S.
securities exchange or quotation system. Neither the U.S.
Securities and Exchange Commission (the “SEC”) nor any state
securities commission has approved or disapproved of these Notes or
determined that this pricing supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
The
Notes constitute our unsecured and unsubordinated obligations. The
Notes 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.
Terms of the
Notes, Continued
|
Contingent Coupon:
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$23.25 per $1,000 principal amount Note, which is 2.325% of the
principal amount per Note (based on 9.30% per annum rate)
If the Closing Value of the Reference Asset on an Observation Date
is greater than or equal to the Coupon Barrier Value,
you will receive a Contingent Coupon on the related Contingent
Coupon Payment Date. If the Closing Value of the Reference Asset on
an Observation Date is less than the Coupon Barrier Value,
you will not receive a Contingent Coupon on the related Contingent
Coupon Payment Date.
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Observation Dates:*
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The 24th calendar day of each February, May,
August and November during the term of the Notes,
beginning in February 2021; provided that the final
Observation Date will be the Final Valuation Date
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Contingent Coupon Payment Dates:*
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With respect to any Observation Date, the third business day after
such Observation Date, provided that the Contingent Coupon
Payment Date with respect to the Final Valuation Date will be the
Maturity Date
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Call Valuation Dates:*
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Each Observation Dates scheduled to occur during the term of the
Notes, beginning in May 2021 and ending in and including
February 2022
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Call Settlement Date:
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The Contingent Coupon Payment Date following the Call Valuation
Date on which an Automatic Call occurs
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Initial Value:
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$206.00, the
Closing Value on the Initial Valuation Date
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Call Value:
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$206.00,
100.00% of the Initial Value (rounded to two decimal places)
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Coupon Barrier Value:
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$133.90, 65.00%
of the Initial Value (rounded to two decimal places)
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Barrier Value:
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$133.90, 65.00%
of the Initial Value (rounded to two decimal places)
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Final Value:
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The Closing Value of the Reference Asset on the Final Valuation
Date
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Redemption Price:
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$1,000 per $1,000 principal amount Note that you hold, plus
the Contingent Coupon that will otherwise be payable on the Call
Settlement Date
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Reference Asset Return:
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The performance of the Reference Asset from the Initial Value to
the Final Value, calculated as follows:
Final
Value – Initial Value
Initial Value
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Closing Value:
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The term “Closing Value” means the closing price of one share of
the Reference Asset, as further described under “Reference
Assets—Equity Securities—Special Calculation Provisions” in the
prospectus supplement
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Calculation Agent:
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Barclays Bank PLC
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CUSIP / ISIN:
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06747QR66 / US06747QR661
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* |
Subject to postponement,
as described under “Additional Terms of the Notes”
in this pricing supplement |
ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE
NOTES
You should read this pricing supplement together with the
prospectus dated August 1, 2019, as supplemented by the
documents listed below, relating to our Global Medium-Term Notes,
Series A, of which these Notes are a part. This pricing
supplement, together with the documents listed below, contains the
terms of the Notes and supersedes all prior or contemporaneous oral
statements as well as any other written materials including
preliminary or indicative pricing terms, correspondence, trade
ideas, structures for implementation, sample structures, brochures
or other educational materials of ours. You should carefully
consider, among other things, the matters set forth under “Risk
Factors” in the prospectus supplement and “Selected Risk
Considerations” in this pricing supplement, as the Notes involve
risks not associated with conventional debt securities. We urge you
to consult your investment, legal, tax, accounting and other
advisors before you invest in the Notes.
You may access these documents on the SEC website at www.sec.gov as
follows (or if such address has changed, by reviewing our filings
for the relevant date on the SEC website):
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· |
Prospectus dated August 1,
2019: |
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· |
Prospectus Supplement dated
August 1, 2019: |
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· |
Prospectus Addendum dated May 11, 2020: |
Our SEC file number is 1–10257. As used in this pricing supplement,
“we,” “us” or “our” refers to Barclays Bank PLC.
consent to u.k.
bail-in power
Notwithstanding any other agreements, arrangements or
understandings between us and any holder or beneficial owner of the
Notes, by acquiring the Notes, each holder and beneficial owner of
the Notes acknowledges, accepts, agrees to be bound by, and
consents to the exercise of, any U.K. Bail-in Power by the relevant
U.K. resolution authority.
Under the U.K. Banking Act 2009, as amended, the relevant U.K.
resolution authority may exercise a U.K. Bail-in Power in
circumstances in which the relevant U.K. resolution authority is
satisfied that the resolution conditions are met. These conditions
include that a U.K. bank or investment firm is failing or is likely
to fail to satisfy the Financial Services and Markets Act 2000 (the
“FSMA”) threshold conditions for authorization to carry on certain
regulated activities (within the meaning of section 55B FSMA) or,
in the case of a U.K. banking group company that is a European
Economic Area (“EEA”) or third country institution or investment
firm, that the relevant EEA or third country relevant authority is
satisfied that the resolution conditions are met in respect of that
entity.
The U.K. Bail-in Power includes any write-down, conversion,
transfer, modification and/or suspension power, which allows for
(i) the reduction or cancellation of all, or a portion, of the
principal amount of, interest on, or any other amounts payable on,
the Notes; (ii) the conversion of all, or a portion, of the
principal amount of, interest on, or any other amounts payable on,
the Notes into shares or other securities or other obligations of
Barclays Bank PLC or another person (and the issue to, or conferral
on, the holder or beneficial owner of the Notes such shares,
securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the Notes, or amendment of the amount
of interest or any other amounts due on the Notes, or the dates on
which interest or any other amounts become payable, including by
suspending payment for a temporary period; which U.K. Bail-in Power
may be exercised by means of a variation of the terms of the Notes
solely to give effect to the exercise by the relevant U.K.
resolution authority of such U.K. Bail-in Power. Each holder and
beneficial owner of the Notes further acknowledges and agrees that
the rights of the holders or beneficial owners of the Notes are
subject to, and will be varied, if necessary, solely to give effect
to, the exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority. For the avoidance of doubt, this consent and
acknowledgment is not a waiver of any rights holders or beneficial
owners of the Notes may have at law if and to the extent that any
U.K. Bail-in Power is exercised by the relevant U.K. resolution
authority in breach of laws applicable in England.
For more information, please see “Selected Risk Considerations—You
May Lose Some or All of Your Investment If Any U.K. Bail-in
Power Is Exercised by the Relevant U.K. Resolution Authority” in
this pricing supplement as well as “U.K. Bail-in Power,” “Risk
Factors—Risks Relating to the Securities Generally—Regulatory
action in the event a bank or investment firm in the Group is
failing or likely to fail 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.
ADDITIONAL INFORMATION REGARDING
OUR ESTIMATED VALUE OF THE NOTES
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 Initial Valuation Date
is based on our internal funding rates. Our estimated value of the
Notes may 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 Notes on the Initial Valuation Date is
less than the initial issue price of the Notes. The difference
between the initial issue price of the Notes and our estimated
value of the Notes is a result of 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 (including any structuring or other distribution related
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 Notes, the estimated cost which we
may incur in hedging our obligations under the Notes, and estimated
development and other costs which we may incur in connection with
the Notes.
Our estimated value on the Initial Valuation Date is not a
prediction of the price at which the Notes may trade in the
secondary market, nor will it be the price at which Barclays
Capital Inc. may buy or sell the Notes 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
Notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the
Initial Valuation Date, the price at which Barclays Capital Inc.
may initially buy or sell the Notes 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 Initial Valuation Date for a
temporary period expected to be approximately three months after
the Issue Date because, in our discretion, we may elect to
effectively reimburse to investors a portion of the estimated cost
of hedging our obligations under the Notes and other costs in
connection with the Notes which we will no longer expect to incur
over the term of the Notes. 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 Notes and/or
any agreement we may have with the distributors of the Notes. The
amount of our estimated costs which 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 Notes based on changes in market
conditions and other factors that cannot be predicted.
We
urge you to read the “Selected Risk
Considerations” beginning on page PS–8 of
this pricing supplement.
Selected Purchase
Considerations
The
Notes are not suitable for all investors. The Notes 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, and you
can tolerate receiving few or no Contingent Coupons over the term
of the Notes in the event the Closing Value of the Reference Asset
falls below the Coupon Barrier Value on one or more of the
specified Observation Dates. |
|
· |
You understand
and accept that you will not participate in any appreciation of the
Reference Asset, which may be significant, and that your return
potential on the Notes is limited to the Contingent Coupons, if
any, paid on the Notes. |
|
· |
You can tolerate
a loss of a significant portion or all of the principal amount of
your Notes, and you are willing and able to make an investment that
may have the full downside market risk of an investment in the
Reference Asset. |
|
· |
You do not
anticipate that the Closing Value of the Reference Asset will fall
below the Coupon Barrier Value on any Observation Date or below the
Barrier Value on the Final Valuation Date. |
|
· |
You understand
and accept that you will not be entitled to receive dividends or
distributions that may be paid to holders of a Reference Asset or
any securities to which a Reference Asset provides exposure, nor
will you have any voting rights with respect to a Reference Asset
or any securities to which a Reference Asset provides
exposure. |
|
· |
You understand
and accept the risks that (a) you will not receive a
Contingent Coupon if the Closing Value of the Reference Asset is
less than the Coupon Barrier Value on an Observation Date and
(b) you will lose some or all of your principal at maturity if
the Final Value of the Reference Asset is less than the Barrier
Value. |
|
· |
You understand
and accept the risk that, if the Notes are not redeemed prior to
scheduled maturity, the payment at maturity, if any, will be based
solely on the Reference Asset Return of the Reference Asset. |
|
· |
You understand
and are willing and able to accept the risks associated with an
investment linked to the performance of the Reference Asset. |
|
· |
You are willing
and able to accept the risk that the Notes may be 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 can tolerate
fluctuations in the price of the Notes prior to scheduled maturity
that may be similar to or exceed the downside fluctuations in the
value of the Reference Asset. |
|
· |
You do not seek
an investment for which there will be an active secondary market,
and you are willing and able to hold the Notes to maturity if the
Notes are not redeemed. |
|
· |
You are willing
and able to assume our credit risk for all payments on the
Notes. |
|
· |
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 Notes 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, and/or you cannot
tolerate receiving few or no Contingent Coupons over the term of
the Notes in the event the Closing Value of the Reference Asset
falls below the Coupon Barrier Value on one or more of the
specified Observation Dates. |
|
· |
You seek an
investment that participates in the full appreciation of the
Reference Asset rather than an investment with a return that is
limited to the Contingent Coupons, if any, paid on the Notes. |
|
· |
You seek an
investment that provides for the full repayment of principal at
maturity, and/or you are unwilling or unable to accept the risk
that you may lose some or all of the principal amount of the Notes
in the event that the Final Value of the Reference Asset falls
below the Barrier Value. |
|
· |
You anticipate
that the Closing Value of the Reference Asset will decline during
the term of the Notes such that the Closing Value of the Reference
Asset will fall below the Coupon Barrier Value on one or more
Observation Dates and/or the Final Value of the Reference Asset
will fall below the Barrier Value. |
|
· |
You do not
understand and/or are unwilling or unable to accept the risks
associated with an investment linked to the performance of the
Reference Asset. |
|
· |
You seek an
investment that entitles you to dividends or distributions on, or
voting rights related to a Reference Asset or any securities to
which a Reference Asset provides exposure. |
|
· |
You are unwilling
or unable to accept the risk that the negative performance of the
Reference Asset may cause you to not receive Contingent Coupons
and/or suffer a loss of principal at maturity. |
|
· |
You are unwilling
or unable to accept the risk that the Notes may be redeemed prior
to scheduled maturity. |
|
· |
You cannot
tolerate fluctuations in the price of the Notes prior to scheduled
maturity that may be similar to or exceed the downside fluctuations
in the value of the Reference Asset. |
|
· |
You seek an
investment for which there will be an active secondary market,
and/or you are unwilling or unable to hold the Notes to maturity if
the Notes are not redeemed. |
|
· |
You prefer the
lower risk, and therefore accept the potentially lower returns, of
fixed income investments with comparable maturities and credit
ratings. |
|
· |
You are unwilling
or unable to assume our credit risk for all payments on the
Notes. |
|
· |
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 Notes. You should reach a decision
whether to invest in the Notes after carefully considering, with
your advisors, the suitability of the Notes in light of your
investment objectives and the specific information set out in this
pricing supplement and the documents referenced under “Additional
Documents Related to the Offering of the Notes” in this pricing
supplement. Neither the Issuer nor Barclays Capital Inc. makes any
recommendation as to the suitability of the Notes for
investment.
ADDITIONAL TERMS OF THE
NOTES
The
Observation Dates (including the Final Valuation Date), the
Contingent Coupon Payment Dates, any Call Settlement Date and the
Maturity Date are subject to postponement in certain circumstances,
as described under “Reference Assets—Equity Securities—Market
Disruption Events for Securities with an Equity Security as a
Reference Asset” and “Terms of the Notes—Payment Dates” in the
accompanying prospectus supplement.
In addition, the Reference Asset and the Notes are subject to
adjustment by the Calculation Agent under certain circumstances, as
described under “Reference Assets—Equity Securities—Share
Adjustments Relating to Securities with an Equity Security as a
Reference Asset” in the accompanying prospectus supplement.
Hypothetical Examples of
Amounts Payable Upon Automatic Call
The following examples demonstrate the hypothetical total return
upon an Automatic Call under various circumstances. The “total
return” as used in these examples is the number, expressed as a
percentage, that results from comparing the aggregate payments per
$1,000 principal amount Note to $1,000. The hypothetical total
returns set forth below are for illustrative purposes only and may
not be the actual total returns applicable to a purchaser of the
Notes. The numbers appearing in the following tables and examples
have been rounded for ease of analysis. The hypothetical examples
below do not take into account any tax consequences from investing
in the Notes and make the following key assumption:
|
§ |
For each Observation Date that is
not also a Call Valuation Date, the Closing Value of at least one
Reference Asset is less than its Coupon Barrier Value. Accordingly,
you will NOT receive Contingent Coupons on those Observation
Dates. |
Example 1: The Notes are redeemed on the first
Call Valuation Date.
|
Call Valuation
Date
|
Is the Closing Value of Any
Reference Asset Less
Than
its Coupon Barrier Value?
|
Is the Closing Value
of Any Reference
Asset Less Than its
Call Value?
|
Payment on Contingent Coupon Payment
Date
(per $1,000 principal amount Note)
|
|
1
|
No
|
No
|
$1,023.25
|
Because the Closing Value of the Reference Asset on the first Call
Valuation Date is greater than or equal to the Call Value, the
Notes are redeemed and you will receive the Redemption Price on the
related Call Settlement Date.
The Notes will cease to be outstanding after the Call Settlement
Date, and you will not receive any further payments on the
Notes.
The total return on investment of the Notes is 2.325%.
Example 2: The Notes are redeemed on the third
Call Valuation Date.
|
Call Valuation
Date
|
Is the Closing Value of Any
Reference Asset Less
Than
its Coupon Barrier Value?
|
Is the Closing Value
of Any Reference
Asset Less Than its
Call Value?
|
Payment on Contingent Coupon Payment
Date
(per $1,000 principal amount Note)
|
|
1
|
No
|
Yes
|
$23.25
|
|
2
|
Yes
|
Yes
|
$0.00
|
|
3
|
No
|
No
|
$1,023.25
|
Because the Closing Value of the Reference Asset on the third Call
Valuation Date is greater than or equal to the Call Value, the
Notes are redeemed and you will receive the Redemption Price on the
related Call Settlement Date.
The Notes will cease to be outstanding after the Call Settlement
Date, and you will not receive any further payments on the
Notes.
The total return on investment of the Notes is 4.65%.
Example 3: The Notes are redeemed on the final
Call Valuation Date.
|
Call Valuation
Date
|
Is the Closing Value of Any
Reference Asset Less
Than
its Coupon Barrier Value?
|
Is the Closing Value
of Any Reference
Asset Less Than its
Call Value?
|
Payment on Contingent Coupon Payment
Date
(per $1,000 principal amount Note)
|
|
1
|
Yes
|
Yes
|
$0.00
|
|
2-3
|
With respect to each Call Valuation Date, Yes
|
With respect to each Call Valuation Date, Yes
|
$0.00
|
|
4
|
No
|
No
|
$1,023.25
|
Because the Closing Value of the Reference Asset on the final Call
Valuation Date is greater than or equal to the Call Value, the
Notes are redeemed and you will receive the Redemption Price on the
related Call Settlement Date. Example 3 assumes that the Closing
Value of the Reference Asset is less than the Coupon Barrier Value
on each Observation Date prior to the final Call Valuation Date.
Accordingly, no Contingent Coupons are payable on the Notes until
the final Call Valuation Date.
The Notes will cease to be outstanding after the Call Settlement
Date, and you will not receive any further payments on the
Notes.
The total return on investment of the Notes is 2.325%.
Each of the examples demonstrate that the return on the Notes upon
an Automatic Call will be limited to the Contingent Coupons, if
any, that may be payable on the Notes up to and including the
applicable Call Settlement Date. Each of these examples also
demonstrates that a Contingent Coupon will be payable on a
Contingent Coupon Payment Date only if the Closing Value of the
Reference Asset is greater than or equal to the Coupon Barrier
Value on an Observation Date. If the Closing Value of the Reference
Asset on an Observation Date is less than the Coupon Barrier Value,
you will not receive a Contingent Coupon on the related Contingent
Coupon Payment Date. If the Closing Value of the Reference Asset is
less than the Coupon Barrier Value on each Observation Date, you
will not receive any Contingent Coupons during the term of the
Notes.
Hypothetical Examples of
Amounts Payable at maturity
The following table illustrates the hypothetical payment at
maturity under various circumstances. The numbers appearing in the
following table and examples have been rounded for ease of
analysis. The hypothetical examples below do not take into account
any tax consequences from investing in the Notes and make the
following key assumptions:
|
§ |
Hypothetical Initial
Value: 100.00* |
|
§ |
Hypothetical Coupon
Barrier Value: 65.00 (65.00% of the hypothetical Initial Value set
forth above)* |
|
§ |
Hypothetical Barrier
Value: 65.00 (65.00% of the hypothetical Initial Value set forth
above)* |
|
§ |
You hold the Notes to maturity,
and the Notes are NOT redeemed prior to scheduled
maturity. |
|
* |
The
hypothetical Initial Value of 100.00, the
hypothetical Coupon Barrier Value of 65.00 and the
hypothetical Barrier Value of 65.00 have been chosen
for illustrative purposes only. The actual Initial Value, Coupon
Barrier Value and Barrier Value are as set forth on the
cover of this pricing supplement. |
|
Final Value
|
Reference Asset
Return
|
Payment at Maturity**
|
|
150.00
|
50.00%
|
$1,000.00
|
|
140.00
|
40.00%
|
$1,000.00
|
|
130.00
|
30.00%
|
$1,000.00
|
|
120.00
|
20.00%
|
$1,000.00
|
|
110.00
|
10.00%
|
$1,000.00
|
|
100.00
|
0.00%
|
$1,000.00
|
|
90.00
|
-10.00%
|
$1,000.00
|
|
80.00
|
-20.00%
|
$1,000.00
|
|
70.00
|
-30.00%
|
$1,000.00
|
|
65.00
|
-35.00%
|
$1,000.00
|
|
60.00
|
-40.00%
|
$600.00
|
|
50.00
|
-50.00%
|
$500.00
|
|
40.00
|
-60.00%
|
$400.00
|
|
30.00
|
-70.00%
|
$300.00
|
|
20.00
|
-80.00%
|
$200.00
|
|
10.00
|
-90.00%
|
$100.00
|
|
0.00
|
-100.00%
|
$0.00
|
|
** |
per $1,000 principal amount Note,
excluding the final Contingent Coupon that may be payable on the
Maturity Date |
The following examples illustrate how the payments at maturity set
forth in the table above are calculated:
Example 1: The Final Value of the Reference Asset is
110.00.
Because the Final Value of the Reference Asset is greater than or
equal to the Initial Value, you will receive a payment at maturity
of $1,000 per $1,000 principal amount Note that you hold
(plus the Contingent Coupon that will otherwise be payable
on the Maturity Date).
Example 2: The Final Value of the Reference Asset is
90.00.
Because the Final Value of the Reference Asset is greater than or
equal to the Barrier Value, you will receive a payment at maturity
of $1,000 per $1,000 principal amount Note that you hold
(plus the Contingent Coupon that will otherwise be payable
on the Maturity Date).
Example 3: The Final Value of the Reference Asset is
40.00.
Because the Final Value of the Reference Asset is less than the
Barrier Value, you will receive a payment at maturity of $400.00
per $1,000 principal amount Note that you hold, calculated as
follows:
$1,000 + [$1,000 × Reference Asset Return]
$1,000 + [$1,000 × -60.00%] = $400.00
In addition, because the Final Value is less than the Coupon
Barrier Value, you will not receive a Contingent Coupon on the
Maturity Date.
Example 3 demonstrates that if the Notes are not redeemed prior to
scheduled maturity, and if the Final Value of the Reference Asset
is less than the Barrier Value, your investment in the Notes will
be fully exposed to the decline of the Reference Asset from the
Initial Value.
If the Notes are not redeemed prior to scheduled
maturity, you may lose up to 100.00% of the principal
amount of your Notes. Any payment on the Notes,
including the repayment of principal, is subject to the credit risk
of Barclays Bank PLC.
Selected Risk
Considerations
An investment in the Notes involves significant risks. Investing in
the Notes is not equivalent to investing directly in the Reference
Asset or its components, if any. Some of the risks that apply to an
investment in the Notes are summarized below, but we urge you to
read the more detailed explanation of risks relating to the Notes
generally in the “Risk Factors” section of the prospectus
supplement. You should not purchase the Notes unless you understand
and can bear the risks of investing in the Notes.
|
· |
Your Investment in the Notes May Result in a
Significant Loss—The Notes differ from ordinary debt securities
in that the Issuer will not necessarily repay the full principal
amount of the Notes at maturity. If the Notes are not redeemed
prior to scheduled maturity, and if the Final Value of the
Reference Asset is less than the Barrier Value, your Notes will be
fully exposed to the decline of the Reference Asset from the
Initial Value. You may lose up to 100.00% of the principal
amount of your Notes. |
|
· |
Potential Return is Limited to the Contingent
Coupons, If Any, and You Will Not Participate in Any Appreciation
of The Reference Asset—The potential positive return on the
Notes is limited to the Contingent Coupons, if any, that may be
payable during the term of the Notes. You will not participate in
any appreciation in the value of the Reference Asset, which may be
significant, even though you will be exposed to the depreciation in
the value of the Reference Asset if the Notes are not redeemed and
the Final Value of the Reference Asset is less than the Barrier
Value. |
|
· |
You May Not Receive Any Contingent Coupon
Payments on the Notes—The Issuer will not necessarily make
periodic coupon payments on the Notes. You will receive a
Contingent Coupon on a Contingent Coupon Payment Date only
if the Closing Value of the Reference Asset on the related
Observation Date is greater than or equal to the Coupon Barrier
Value. If the Closing Value of the Reference Asset on an
Observation Date is less than the Coupon Barrier Value, you will
not receive a Contingent Coupon on the related Contingent Coupon
Payment Date. If the Closing Value of the Reference Asset is less
than the Coupon Barrier Value on each Observation Date, you will
not receive any Contingent Coupons during the term of the
Notes. |
|
· |
The Notes Are Subject to Volatility
Risk—Volatility is a measure of the degree of variation in the
price of an asset (or level of an index) over a period of time. The
amount of any coupon payments that may be payable under the Notes
is based on a number of factors, including the expected volatility
of the Reference Asset. The amount of such coupon payments will be
paid at a per annum rate that is higher than the fixed rate that we
would pay on a conventional debt security of the same tenor and is
higher than it otherwise would have been had the expected
volatility of the Reference Asset been lower. As volatility of the
Reference Asset increases, there will typically be a greater
likelihood that (a) the Closing Value of the Reference Asset on one
or more Observation Dates will be less than the Coupon Barrier
Value and (b) the Final Value of the Reference Asset will be less
than the Barrier Value. |
Accordingly, you should understand that a higher coupon payment
amount reflects, among other things, an indication of a greater
likelihood that you will (a) not receive coupon payments with
respect to one or more Observation Dates and/or (b) incur a loss of
principal at maturity than would have been the case had the amount
of such coupon payments been lower. In addition, actual volatility
over the term of the Notes may be significantly higher than the
expected volatility at the time the terms of the Notes were
determined. If actual volatility is higher than expected, you will
face an even greater risk that you will not receive coupon payments
and/or that you will lose some or all of your principal at maturity
for the reasons described above.
|
· |
Early Redemption and Reinvestment
Risk—While the original term of the Notes is as indicated on
the cover of this pricing supplement, the Notes may be redeemed
prior to maturity, as described above, and the holding period over
which you may receive any coupon payments that may be payable under
the Notes could be as short as approximately six
months. |
The Redemption Price that you receive on a Call Settlement Date,
together with any coupon payments that you may have received prior
to the Call Settlement Date, may be less than the aggregate amount
of payments that you would have received had the Notes not been
redeemed. There is no guarantee that you would be able to reinvest
the proceeds from an investment in the Notes in a comparable
investment with a similar level of risk in the event the Notes are
redeemed prior to the Maturity Date. No additional payments will be
due after the relevant Call Settlement Date. The fact that the
Notes may be redeemed prior to maturity may also adversely impact
your ability to sell your Notes and the price at which they may be
sold.
|
· |
If
the Notes Are Not Redeemed Prior to Scheduled Maturity, the
Payment at Maturity, If Any, is Based Solely on the Closing Value
of the Reference Asset on the Final Valuation Date—If the Notes
are not redeemed prior to scheduled maturity, the Final Values will
be based solely on the Closing Value of the Reference Asset
on the Final Valuation Date, and your payment at maturity, if any,
will be determined based solely on the performance of the Reference
Asset from the Initial Valuation Date to the Final Valuation Date.
Accordingly, if the value of the Reference Asset drops on the Final
Valuation Date, the payment at maturity on the Notes, if any, may
be significantly less than it would have been had it been linked to
the value of the Reference Asset at any time prior to such drop. If
the Final Value of the Reference Asset is less than the Barrier
Value, you will lose some or all of the principal amount of your
Notes. |
|
· |
Credit of Issuer—The Notes 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 Notes, 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 Notes, and in the event Barclays Bank PLC were
to default on its obligations, you may not receive any amounts owed
to you under the terms of the Notes. |
|
· |
You May Lose Some or All of Your Investment If
Any U.K. Bail-in Power Is Exercised by the
Relevant U.K. Resolution
Authority—Notwithstanding any other agreements, arrangements or
understandings between Barclays Bank PLC and any holder or
beneficial owner of the Notes, by acquiring the Notes, each holder
and beneficial owner of the Notes acknowledges, accepts, agrees to
be bound by, and consents to the exercise of, any U.K. Bail-in
Power by the relevant U.K. resolution authority as set forth under
“Consent to U.K. Bail-in Power” in this pricing supplement.
Accordingly, any U.K. Bail-in Power may be exercised in such a
manner as to result in you and other holders and beneficial owners
of the Notes losing all or a part of the value of your investment
in the Notes or receiving a different security from the Notes,
which may be worth significantly less than the Notes and which may
have significantly fewer protections than those typically afforded
to debt securities. Moreover, the relevant U.K. resolution
authority may exercise the U.K. Bail-in Power without providing any
advance notice to, or requiring the consent of, the holders and the
beneficial owners of the Notes. The exercise of any U.K. Bail-in
Power by the relevant U.K. resolution authority with respect to the
Notes will not be a default or an Event of Default (as each term is
defined in the senior debt securities indenture) and the trustee
will not be liable for any action that the trustee takes, or
abstains from taking, in either case, in accordance with the
exercise of the U.K. Bail-in Power by the relevant U.K. resolution
authority with respect to the Notes. See “Consent to U.K. Bail-in
Power” in this pricing supplement as well as “U.K. Bail-in Power,”
“Risk Factors—Risks Relating to the Securities Generally—Regulatory
action in the event a bank or investment firm in the Group is
failing or likely to fail 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 Repayment of the Principal Amount
Applies Only at Maturity or upon Any Redemption—You should be
willing to hold your Notes to maturity or any redemption. Although
the Notes provide for the contingent repayment of the principal
amount of your Notes at maturity, provided that the Final Value of
the Reference Asset is greater than or equal to the Barrier Value,
or upon any redemption, if you sell your Notes prior to such time
in the secondary market, if any, you may have to sell your Notes at
a price that is less than the principal amount even if at that time
the value of the Reference Asset has increased from the Initial
Value. See “Many Economic and Market Factors Will Impact the Value
of the Notes” below. |
|
· |
Owning the Notes is Not the Same as Owning A
Reference Asset or Any Securities to which A Reference Asset
Provides Exposure—The return on the Notes may not reflect the
return you would realize if you actually owned a Reference Asset or
any securities to which a Reference Asset provides exposure. As a
holder of the Notes, you will not have voting rights or rights to
receive dividends or other distributions or any other rights that
holders of a Reference Asset or any securities to which a Reference
Asset provides exposure may have. |
|
· |
Historical Performance of the Reference Asset
Should Not Be Taken as Any Indication of the Future Performance of
the Reference Asset Over the Term of the Notes—The value of the
Reference Asset has fluctuated in the past and may, in the future,
experience significant fluctuations. The historical performance of
the Reference Asset is not an indication of the future performance
of the Reference Asset over the term of the Notes. Therefore, the
performance of the Reference Asset over the term of the Notes may
bear no relation or resemblance to the historical performance of
the Reference Asset. |
|
· |
Single Equity Risk—The value of the
Reference Asset can rise or fall sharply due to factors specific to
the Reference Asset 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 Reference
Asset. We have not undertaken any independent review or due
diligence of the Reference Asset issuer’s SEC filings or of any
other publicly available information regarding such
issuer. |
|
· |
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 Notes upon
the occurrence of certain corporate events (such as stock splits or
extraordinary or special dividends) that the Calculation Agent
determines have a diluting or concentrative effect on the
theoretical value of the Reference Asset. However, the Calculation
Agent might not make such adjustments in response to all events
that could affect the Reference Asset. 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 any amounts payable on the Notes. 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 Notes Or Result in the Notes Being
Accelerated—Upon the occurrence of certain reorganization
events or a nationalization, expropriation, liquidation,
bankruptcy, insolvency or de-listing of the Reference Asset, the
Calculation Agent will make adjustments to the Reference Asset that
may result in payments on the Notes being based on the performance
of shares, cash or other assets distributed to holders of the
Reference Asset 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 Reference Asset and,
consequently, the value of the Notes. Any amount payable upon
acceleration could be significantly less than the amount(s) that
would be due on the Notes 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. |
|
· |
The Estimated Value of Your Notes is Lower
Than the Initial Issue Price of Your Notes—The estimated value
of your Notes on the Initial Valuation Date is lower than the
initial issue price of your Notes. The difference between the
initial issue price of your Notes and the estimated value of the
Notes 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 (including
any structuring or other distribution related 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 Notes, the estimated cost which we may incur in
hedging our obligations under the Notes, and estimated development
and other costs which we may incur in connection with the
Notes. |
|
· |
The Estimated Value of Your Notes 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 Notes on the Initial Valuation 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
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 Notes 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 Notes on the Initial
Valuation 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 Notes may not
be consistent with those of other financial institutions which may
be purchasers or sellers of Notes in the secondary market. As a
result, the secondary market price of your Notes may be materially
different from the estimated value of the Notes determined by
reference to our internal pricing models. |
|
· |
The Estimated Value of Your Notes Is Not a
Prediction of the Prices at Which You May Sell Your Notes in the
Secondary Market, if any, and Such Secondary Market
Prices, If Any, Will Likely be Lower Than the Initial
Issue Price of Your Notes and May be Lower Than the Estimated Value
of Your Notes—The estimated value of the Notes 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
Notes 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 Notes 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 Notes. Further, as secondary market prices
of your Notes 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 Notes such as fees,
commissions, discounts, and the costs of hedging our obligations
under the Notes, secondary market prices of your Notes will likely
be lower than the initial issue price of your Notes. As a result,
the price at which Barclays Capital Inc., other affiliates of ours
or third parties may be willing to purchase the Notes from you in
secondary market transactions, if any, will likely be lower than
the price you paid for your Notes, and any sale prior to the
Maturity Date could result in a substantial loss to
you. |
|
· |
The Temporary Price at Which We May Initially
Buy The Notes 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 Notes—Assuming that all relevant factors
remain constant after the Initial Valuation Date, the price at
which Barclays Capital Inc. may initially buy or sell the Notes in
the secondary market (if Barclays Capital Inc. makes a market in
the Notes, 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 Notes on the Initial Valuation Date, as well as the
secondary market value of the Notes, for a temporary period after
the initial Issue Date of the Notes. The price at which Barclays
Capital Inc. may initially buy or sell the Notes 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
Notes. |
|
· |
We
and Our Affiliates May Engage in Various Activities or Make
Determinations That Could Materially Affect the Notes in Various
Ways and Create Conflicts of Interest—We and our affiliates
play a variety of roles in connection with the issuance of the
Notes, as described below. In performing these roles, our and our
affiliates’ economic interests are potentially adverse to your
interests as an investor in the Notes. |
In
connection with our normal business activities and in connection
with hedging our obligations under the Notes, we and our
affiliates make markets in and trade various financial
instruments or products for our accounts and for the account of our
clients and otherwise provide investment banking and other
financial services with respect to these financial instruments and
products. These financial instruments and products may include
securities, derivative instruments or assets that may relate to the
Reference Asset or its components, if any. In any such market
making, trading and hedging activity, 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 Notes. We and our affiliates have no obligation to
take the needs of any buyer, seller or holder of the Notes into
account in conducting these activities. Such market making, trading
and hedging activity, investment banking and other financial
services may negatively impact the value of the Notes.
In
addition, the role played by Barclays Capital Inc., as the
agent for the Notes, could present significant conflicts of
interest with the role of Barclays Bank PLC, as issuer of the
Notes. For example, Barclays Capital Inc. or its representatives
may derive compensation or financial benefit from the distribution
of the Notes and such compensation or financial benefit may serve
as incentive to sell the Notes instead of other
investments. Furthermore, we and our affiliates establish the
offering price of the Notes for initial sale to the public, and the
offering price is not based upon any independent verification or
valuation.
In addition to the activities described above, we will also act as
the Calculation Agent for the Notes. As Calculation Agent, we will
determine any value of the Reference Asset and make any other
determinations necessary to calculate any payments on the Notes. In
making these determinations, the Calculation Agent may be required
to make discretionary judgements relating to the Reference Asset,
including determining whether a market disruption event has
occurred or whether certain adjustments to the Reference Asset or
other terms of the Notes are necessary, as further described in the
accompanying prospectus supplement s. In making these discretionary
judgments, our economic interests are potentially adverse to your
interests as an investor in the Notes, and any of these
determinations may adversely affect any payments on the Notes.
|
· |
Lack of Liquidity—The Notes will not be
listed on any securities exchange. Barclays Capital Inc. and other
affiliates of Barclays Bank PLC intend to make a secondary market
for the Notes but are not required to do so, and may discontinue
any such secondary market making at any time, without notice.
Barclays Capital Inc. may at any time hold unsold inventory, which
may inhibit the development of a secondary market for the Notes.
Even if there is a secondary market, it may not provide enough
liquidity to allow you to trade or sell the Notes easily. Because
other dealers are not likely to make a secondary market for the
Notes, the price at which you may be able to trade your Notes is
likely to depend on the price, if any, at which Barclays Capital
Inc. and other affiliates of Barclays Bank PLC are willing to buy
the Notes. The Notes are not designed to be short-term trading
instruments. Accordingly, you should be willing and able to hold
your Notes to maturity. |
|
· |
Tax Treatment—Significant aspects of the
tax treatment of the Notes are uncertain. You should consult your
tax advisor about your tax situation. See “Tax Considerations”
below. |
|
· |
Many Economic and Market Factors Will Impact
the Value of the Notes—The value of the Notes will be affected
by a number of economic and market factors that interact in complex
and unpredictable ways and that may either offset or magnify each
other, including: |
|
o |
the
market price of, dividend rate on and expected volatility of the
Reference Asset or the components of the Reference Asset, if
any; |
|
o |
the
time to maturity of the Notes; |
|
o |
interest and yield rates in the market
generally; |
|
o |
a
variety of economic, financial, political, regulatory or judicial
events; |
|
o |
supply and demand for the Notes; and |
|
o |
our
creditworthiness, including actual or anticipated downgrades in our
credit ratings. |
INFORMATION REGARDING THE REFERENCE ASSET
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 Securities Exchange
Act of 1934, as amended, which is commonly referred to as the
“Exchange Act,” and the Investment Company Act of 1940, as amended,
which is commonly referred to as the “’40 Act,” are required to
periodically file certain financial and other information specified
by the SEC. Information provided to or filed with the SEC
electronically can be accessed through a website maintained by the
SEC. The address of the SEC’s website is http://www.sec.gov.
Information provided to or filed with the SEC pursuant to the
Exchange Act or the ’40 Act by the company issuing each Reference
Asset can be located by reference to the respective SEC file number
specified below.
The summary information below
regarding the Reference Asset 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 below is
not designed to be, and should not be interpreted as, an effort to
present information regarding the financial prospects of the 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 company. We have not undertaken any independent review
or due diligence of the SEC filings of the issuer of the Reference
Asset or of any other publicly available information regarding the
issuer.
Information from outside sources
is not incorporated by reference in, and should not be considered
part of, this pricing supplement or any accompanying prospectus or
prospectus supplement. We have not undertaken any independent
review or due diligence of the SEC filings of the Reference Asset
or any other publicly available information regarding the Reference
Asset.
We
obtained the historical trading
value information with respect to the Reference Asset set forth
below from Bloomberg Professional® service
(“Bloomberg”). We have not independently verified the accuracy or
completeness of the information obtained from Bloomberg.
PayPal Holdings, Inc.
According to publicly available
information, PayPal Holdings, Inc. operates a technology platform
company that enables digital and mobile payments on behalf of
consumers and merchants. PayPal Holdings, Inc. offers online
payment solutions and serves customers worldwide.
Information filed by PayPal
Holdings, Inc. with the SEC under the Exchange Act can be located
by reference to its SEC file number: 001-36859. The common stock of
PayPal Holdings, Inc. is listed on the Nasdaq Global Select Market
under the ticker symbol “PYPL”.
Historical Performance of the Common Stock of PayPal
Holdings, Inc.
The
graph below sets forth the historical performance of PayPal
Holdings, Inc. based on
the daily Closing Value from July 7, 2015 through November 24,
2020. The common stock of PayPal Holdings, Inc. began trading on
the Nasdaq Global Select Market on July 7, 2015 and therefore has
limited performance history. These historical trading
values may have been adjusted to reflect certain corporate actions
such as stock splits and reverse stock splits.
Historical
Performance of the Common Stock of PayPal
Holdings, Inc.
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
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 Notes for U.S. federal income tax purposes as prepaid
forward contracts with associated contingent coupons and (ii) any
Contingent Coupon 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 Note. Assuming the
treatment described above is respected, upon a sale or exchange of
the Notes (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 Notes, which should equal the amount you paid
to acquire the Notes (assuming Contingent Coupon 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 Notes 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 Notes at
the issue price. The deductibility of capital losses is subject to
limitations. If you sell your Notes between the time your right to
a Contingent Coupon 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 Coupon payment. Although uncertain, it is
possible that proceeds received from the sale or exchange of your
Notes prior to an Observation Date but that can be attributed to an
expected Contingent Coupon 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 Notes 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 Notes, possibly
with retroactive effect. You should consult your tax advisor
regarding the U.S. federal income tax consequences of an investment
in the Notes, 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 Coupon 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 Notes 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 Notes 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 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 Notes.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We have agreed to sell to Barclays Capital Inc. (the “Agent”), and
the Agent has agreed to purchase from us, the principal amount of
the Notes, and at the price, specified on the cover of this pricing
supplement. The Agent commits to take and pay for all of the Notes,
if any are taken.
Validity of
the Notes
In the opinion of Davis Polk
& Wardwell LLP, as special United States products counsel to
Barclays Bank PLC, when the Notes offered by this pricing
supplement have been executed and issued by Barclays Bank PLC and
authenticated by the trustee pursuant to the indenture, and
delivered against payment as contemplated herein, such Notes will
be valid and binding obligations of Barclays Bank PLC, enforceable
in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally,
concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good
faith, fair dealing and the lack of bad faith) and possible
judicial or regulatory actions 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 August 3, 2020, filed as an exhibit to a
report on Form 6-K by Barclays Bank PLC on August 3, 2020, and this
opinion is subject to the same assumptions, qualifications and
limitations as set forth in such opinion of Davis Polk &
Wardwell London LLP. In addition, this opinion is subject to
customary assumptions about the trustee’s authorization, execution
and delivery of the indenture and its authentication of the Notes
and the validity, binding nature and enforceability of the
indenture with respect to the trustee, all as stated in the letter
of Davis Polk & Wardwell LLP, dated August 3, 2020, which has
been filed as an exhibit to the report on Form 6-K referred to
above.
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