Pricing Supplement dated November 24, 2020
(To
the Prospectus dated August 1, 2019, the Prospectus Supplement
dated August 1, 2019, the
Underlying Supplement dated August 1, 2019 and the Prospectus
Addendum dated May 11, 2020)
|
Filed Pursuant to Rule 424(b)(2)
Registration No. 333–232144
|

|
$1,579,000
Buffered Digital Notes due February 28, 2022
Linked to the Performance of the Dow Jones Industrial
Average®
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.
Issuer:
|
Barclays
Bank PLC
|
Denominations:
|
Minimum
denomination of $1,000, and integral multiples of $1,000 in excess
thereof
|
Initial
Valuation Date:
|
November
24, 2020
|
Issue
Date:
|
November
30, 2020
|
Final
Valuation Date:*
|
February
23, 2022
|
Maturity
Date:*
|
February
28, 2022
|
Reference Asset:
|
The Dow
Jones Industrial Average® (Bloomberg ticker symbol “INDU
<Index>”)
|
Digital
Percentage:
|
6.25%
|
Buffer
Percentage:
|
10.00%
|
Initial
Value:
|
30,046.24, the Closing Value of the Reference Asset on the Initial
Valuation Date
|
Buffer
Value:
|
27,041.62, 90.00% of the Initial Value
|
Final
Value:
|
The Closing Value of the Reference Asset on the Final Valuation
Date
|
Reference Asset Return:
|
The
performance of the Reference Asset from the Initial Value to the
Final Value, calculated as follows:
Final Value – Initial Value
Initial Value
|
Payment
at Maturity:
|
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
determined as follows:
§
If the Final Value is greater than or
equal to the Initial Value, you will receive an amount per
$1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × Digital Percentage]
§
If the Final Value is less than
the Initial Value, but greater than or equal to the
Buffer Value, you will receive a payment of $1,000 per $1,000
principal amount Note
§
If the Final Value is less than
the Buffer Value, you will receive an amount per $1,000 principal
amount Note calculated as follows:
$1,000 + [$1,000 × (Reference Asset Return + Buffer
Percentage)]
If the Final Value is less than the Buffer Value, you will
lose 1.00% of the principal amount of your Notes for every
1.00% that the Reference Asset Return falls
below -10.00%. You may lose up to
90.00% 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.
|
Consent
to U.K. Bail-in Power:
|
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.
|
[Terms of the Notes Continue on the Next Page]
|
Initial Issue Price(1)(2)
|
Price to Public
|
Agent’s Commission(3)
|
Proceeds to Barclays Bank PLC
|
Per Note
|
$1,000
|
100%
|
1.80%
|
98.20%
|
Total
|
$1,579,000
|
$1,579,000
|
$28,422
|
$1,550,578
|
|
(1) |
Because dealers who purchase the Notes for sale to
certain fee-based advisory accounts may forgo some or all selling
concessions, fees or commissions, the public offering price for
investors purchasing the Notes in such fee-based advisory accounts
may be between $982.00 and $1,000 per Note. Investors that hold
their Notes in fee-based advisory or trust accounts may be charged
fees by the investment advisor or manager of such account based on
the amount of assets held in those accounts, including the
Notes. |
|
(3) |
Barclays Capital Inc. will receive commissions
from the Issuer of $18.00 per $1,000 principal amount Note.
Barclays Capital Inc. will use these commissions to pay selling
concessions or fees (including custodial or clearing fees) to other
dealers. |
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–6 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
Closing
Value:
|
The term “Closing Value” means the closing level of the Reference
Asset, as further described under “Reference Assets—Indices—Special
Calculation Provisions” in the prospectus supplement, rounded to
two decimal places
|
Calculation Agent:
|
Barclays
Bank PLC
|
CUSIP /
ISIN:
|
06747QPH4 / US06747QPH47
|
|
* |
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):
|
· |
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
|
· |
Underlying Supplement dated
August 1, 2019: |
http://www.sec.gov/Archives/edgar/data/312070/000095010319010191/dp110497_424b2-underlying.htm
|
· |
Prospectus Addendum dated May 11,
2020: |
https://www.sec.gov/Archives/edgar/data/312070/000110465920059376/a20-19169_1424b3.htm
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 six 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– 6 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 periodic interest or coupon
payments or other sources of current income. |
|
· |
You
anticipate that the Final Value will be greater than or equal to
the Initial Value and you are willing and able to accept the risk
that your return on investment will not exceed the Digital
Percentage. |
|
· |
You
can tolerate a loss of a significant portion of the principal
amount of your Notes, and you are willing and able to make an
investment that may have the downside market risk of an investment
in 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
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
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. |
|
· |
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 periodic interest or coupon
payments or other sources of current income. |
|
· |
You
anticipate that the Final Value will be less than the Buffer
Value. |
|
· |
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 up to 90.00% of the principal amount of
your Notes. |
|
· |
You
seek uncapped exposure to any positive performance of the Reference
Asset. |
|
· |
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
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. |
|
· |
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 Final Valuation Date and the Maturity Date are subject to
postponement in certain circumstances, as described under
“Reference Assets—Indices—Market Disruption Events for Securities
with an Index of Equity Securities 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—Indices—Adjustments Relating to
Securities with an Index as a Reference Asset” in the accompanying
prospectus supplement.
HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY
The following examples
demonstrate the hypothetical payment at maturity under various
circumstances. The “total return” as used in these examples is the
number, expressed as a percentage, that results from comparing the
payment at maturity 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
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* |
|
§ |
Digital
Percentage: 6.25% |
|
* |
The hypothetical
Initial Value of 100.00 has been chosen for illustrative purposes
only. The actual Initial Value is as set forth on the cover of this
pricing supplement. |
Final Value
|
Reference Asset
Return
|
Payment at Maturity**
|
Total Return on Notes
|
150.00
|
50.00%
|
$1,062.50
|
6.25%
|
140.00
|
40.00%
|
$1,062.50
|
6.25%
|
130.00
|
30.00%
|
$1,062.50
|
6.25%
|
120.00
|
20.00%
|
$1,062.50
|
6.25%
|
110.00
|
10.00%
|
$1,062.50
|
6.25%
|
100.00
|
0.00%
|
$1,062.50
|
6.25%
|
95.00
|
-5.00%
|
$1,000.00
|
0.00%
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
80.00
|
-20.00%
|
$900.00
|
-10.00%
|
70.00
|
-30.00%
|
$800.00
|
-20.00%
|
60.00
|
-40.00%
|
$700.00
|
-30.00%
|
50.00
|
-50.00%
|
$600.00
|
-40.00%
|
40.00
|
-60.00%
|
$500.00
|
-50.00%
|
30.00
|
-70.00%
|
$400.00
|
-60.00%
|
20.00
|
-80.00%
|
$300.00
|
-70.00%
|
10.00
|
-90.00%
|
$200.00
|
-80.00%
|
0.00
|
-100.00%
|
$100.00
|
-90.00%
|
|
** |
per $1,000 principal amount
Note |
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 $1,062.50 per $1,000 principal amount Note that you hold,
calculated as follows:
$1,000 + [$1,000 × Digital Percentage]
$1,000 + [$1,000 × 6.25%] = $1,062.50
The
total return on investment of the Notes is 6.25%.
Example 2: The Final Value of the Reference Asset is
90.00.
Because the Final Value of the Reference Asset is less than the
Initial Value, but greater than or equal to the Buffer Value, you
will receive a payment at maturity of $1,000.00 per $1,000
principal amount Note that you hold.
The
total return on investment of the Notes is 0.00%.
Example 3: The Final Value of the Reference Asset is
50.00.
Because the Final Value of the Reference Asset is less than the
Buffer Value, you will receive a payment at maturity of $600.00 per
$1,000 principal amount Note that you hold, calculated as
follows:
$1,000 + [$1,000 × (Reference Asset Return + Buffer
Percentage)]
$1,000 + [$1,000 × (-50.00% + 10.00%)] = $600.00
The
total return on investment of the Notes is -40.00%.
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 Final Value of the
Reference Asset is less than the Buffer Value, you will lose 1.00%
of the principal amount of your Notes for every 1.00% that the
Reference Asset Return falls below -10.00%. You may lose up
to 90.00% of the principal amount of your
Notes. |
|
· |
Potential Return Limited to the Digital
Percentage—If 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 an additional payment that will not exceed $1,000 times
the Digital Percentage. Accordingly, the maximum payment that you
may receive at maturity is $1,062.50 per $1,000 principal amount
Note that you hold. You will not benefit from any appreciation of
the Reference Asset beyond the Digital Percentage, which may be
significant. |
|
· |
The Payment at Maturity of Your Notes is Based
Solely on the Closing Value of the Reference Asset on the Final
Valuation Date—The Final Value of the Reference Asset will be
based solely on the Closing Value on 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 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. |
|
· |
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 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. |
|
· |
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. |
|
· |
The Reference Asset Reflects the Price Return
of the Securities Composing the Reference Asset, Not the Total
Return—The return on the Notes is based on the performance of
the Reference Asset, which reflects changes in the market prices of
the securities composing the Reference Asset. The Reference Asset
is not a “total return” index that, in addition to reflecting those
price returns, would also reflect dividends paid on the securities
composing the Reference Asset. Accordingly, the return on the Notes
will not include such a total return feature. |
|
· |
Adjustments to the Reference Asset Could
Adversely Affect the Value of the Notes—The sponsor of the
Reference Asset may add, delete, substitute or adjust the
securities composing the Reference Asset or make other
methodological changes to the Reference Asset that could affect its
value. The Calculation Agent will calculate the value to be used as
the Closing Value of the Reference Asset in the event of certain
material changes in or modifications to the Reference Asset. In
addition, the sponsor of the Reference Asset may also discontinue
or suspend calculation or publication of the Reference Asset at any
time. Under these circumstances, the Calculation Agent may select a
successor index that the Calculation Agent determines to be
comparable to the Reference Asset or, if no successor index is
available, the Calculation Agent will determine the value to be
used as the Closing Value of the Reference Asset. Any of these
actions could adversely affect the value of the Reference Asset
and, consequently, the value of the Notes. See “Reference
Assets—Indices—Adjustments Relating to Securities with an Index 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. 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. |
|
· |
The U.S. Federal Income Tax
Consequences of an Investment in the Notes Are Uncertain—There
is no direct legal authority regarding the proper U.S. federal
income tax treatment of the Notes, and we do not plan to request a
ruling from the Internal Revenue Service (the “IRS”). Consequently,
significant aspects of the tax treatment of the Notes are
uncertain, and the IRS or a court might not agree with the
treatment of the Notes as prepaid forward contracts, as described
below under “Tax Considerations.” If the IRS were successful in
asserting an alternative treatment for the Notes, the tax
consequences of the ownership and disposition of the Notes could be
materially and adversely affected. In addition, in 2007 the
Treasury Department and the IRS released a notice requesting
comments on various issues regarding the U.S. federal income tax
treatment of “prepaid forward contracts” and similar instruments.
Any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect
the tax consequences of an investment in the Notes, possibly with
retroactive effect. You should review carefully the sections of 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” and, if you are
a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,” and
consult your tax advisor regarding the U.S. federal tax
consequences of an investment in the Notes (including possible
alternative treatments and the issues presented by the 2007
notice), as well as tax consequences arising under the laws of any
state, local or non-U.S. taxing jurisdiction. |
|
· |
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
The Reference Asset is a price-weighted index that seeks to measure
the performance of 30 U.S. blue-chip companies and covers all
industries with the exception of transportation and utilities. For
more information about the Reference Asset, see “Indices—The Dow
Jones Industrial Average®” in the accompanying
underlying supplement.
Historical Performance of the Reference Asset
The graph below sets forth the historical performance of the
Reference Asset based on the daily Closing Value from January 2,
2015 through November 24, 2020. We obtained the Closing Values
shown in the graph below from Bloomberg Professional®
service (“Bloomberg”). We have not independently verified the
accuracy or completeness of the information obtained from
Bloomberg.
Historical Performance of the Dow Jones Industrial
Average®

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” and, if you are a non-U.S.
holder, “—Tax Consequences to Non-U.S. Holders.” The following
discussion, when read in combination with those sections,
constitutes the full opinion of our special tax counsel, Davis Polk
& Wardwell LLP, regarding the material U.S. federal income tax
consequences of owning and disposing of the Notes. The following
discussion supersedes the discussion in the accompanying prospectus
supplement to the extent it is inconsistent therewith.
Based on current market conditions, in the opinion of our special
tax counsel, it is reasonable to treat the Notes for U.S. federal
income tax purposes as prepaid forward contracts with respect to
the Reference Asset. Assuming this treatment is respected, upon a
sale or exchange of the Notes (including redemption 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. This gain or loss on your Notes should be
treated as long-term capital gain or loss if you hold your Notes
for more than a year, whether or not you are an initial purchaser
of Notes at the original issue price. However, the IRS or a court
may not respect this treatment, in which case the timing and
character of any income or loss on the Notes could be materially
and adversely 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; the relevance of factors such as
the nature of the underlying property to which the instruments are
linked; the degree, if any, to which income (including any mandated
accruals) realized by non-U.S. investors should be subject to
withholding tax; and whether these instruments are or should be
subject to the “constructive ownership” regime, which very
generally can operate to recharacterize certain long-term capital
gain as ordinary income and impose a notional interest charge.
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
and adversely 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.
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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