Barclays Bank PLC
Market Linked Securities
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Filed Pursuant to Rule 433
Registration No. 333-232144

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Market Linked Securities – Auto-Callable with Contingent Coupon and
Contingent Downside
Principal at Risk Securities Linked to the Lowest Performing of the
Dow Jones Industrial Average®, Russell 2000®
Index and the S&P 500® Index due November 29,
2023
Amendment No. 1 dated November 6, 2019 to Term Sheet dated November
6, 2019 to Preliminary Pricing Supplement dated November 6, 2019
(the “PPS”)
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Summary of Terms
Issuer |
Barclays Bank PLC |
Term |
Approximately 4 years |
Reference Assets |
Dow Jones Industrial
Average®, Russell 2000® Index and S&P
500® Index (each, an “Index”) |
Pricing Date |
November 25,
20191 |
Issue Date |
November 29,
20191 |
Stated Maturity Date |
November 29,
20231 |
Original Offering Price2 |
$1,000 per security (100% of
par) |
Contingent Coupon Payments |
See “How contingent coupon payments
are calculated” on page 2 |
Contingent Coupon Rate |
7.00% - 8.00% per annum, to be
determined on the Pricing Date |
Automatic Call |
See “How to determine if the
securities will be automatically called” on page 2 |
Calculation Days |
Quarterly, on the 24th of each
February, May, August and November, commencing February 24, 2020
and ending on the final calculation day1 |
Final Calculation Day |
November 24,
20231 |
Maturity Payment Amount |
See “How the maturity payment amount
is calculated” on page 2 |
Lowest Performing Index |
See “How the lowest performing Index
is determined” on page 2 |
Starting Level |
For each Index, its closing level on
the pricing date |
Ending Level |
For each Index, its closing level on
the final calculation day |
Threshold Level |
For each Index, 75% of its starting
level |
Calculation Agent |
Barclays Bank PLC |
Denominations |
$1,000 and any integral multiple of
$1,000 |
CUSIP/ISIN |
06747NPT5 / US06747NPT53 |
Agent Discount |
Up to 2.50%; dealers, including those
using the trade name Wells Fargo Advisors (WFA), may receive a
selling concession of 1.50% and WFA will receive a distribution
expense fee of 0.075% |
Investment
Description
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Linked
to the lowest performing of the Dow Jones Industrial
Average®, the Russell 2000® Index and the
S&P 500® Index (each referred to as an
“Index”) |
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Unlike
ordinary debt securities, the securities do not provide for fixed
payments of interest, do not guarantee any return of principal at
stated maturity and are subject to potential automatic call prior
to stated maturity upon the terms described below. Whether the
securities pay a contingent coupon, whether the securities are
automatically called prior to stated maturity and, if the
securities are not automatically called, whether you are repaid the
original offering price of your securities at stated maturity will
depend in each case on the closing level of the lowest performing
Index on the relevant calculation day. The lowest performing Index
on any calculation day is the Index that has the lowest performance
factor on that calculation day, calculated for each Index as the
closing level of that Index on that calculation day divided by its
starting level. |
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Contingent
Coupon. The securities will pay a contingent coupon on a
quarterly basis until the earlier of stated maturity or automatic
call if the closing level of the lowest performing Index on the
calculation day for the relevant quarter is greater than or equal
to its threshold level. However, if the closing level of the lowest
performing Index on a calculation day is less than its threshold
level, you will not receive any contingent coupon for the relevant
quarter. The contingent coupon rate will be determined on the
pricing date and will be within the range of 7.00% to 8.00% per
annum. |
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Automatic Call.
If the closing level of the lowest performing Index on any of the
quarterly calculation days from May 2020 to August 2023, inclusive,
is greater than or equal to its starting level, the securities will
be automatically called for the original offering price plus the
contingent coupon payment otherwise due. The securities will not be
subject to automatic call until approximately six months after
their issue date. |
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Potential Loss of
Principal. If the securities are not automatically called prior
to stated maturity, you will receive the original offering price at
stated maturity if the closing level of the lowest performing Index
on the final calculation day is greater than or equal to its
threshold level. If the closing level of the lowest performing
Index on the final calculation day is less than its threshold
level, you will lose more than 25%, and possibly all, of the
original offering price of your securities. |
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The
threshold level of each Index is equal to 75% of its starting
level. |
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You
will not participate in any appreciation of any Index. |
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Your
return on the securities will depend solely on the
performance of the Index that is the lowest performing Index on
each calculation day. You will not benefit in any way from the
performance of the better performing Indices. Therefore, you will
be adversely affected if any Index performs poorly, even if
the other Indices perform favorably. |
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Any
payment on the securities, including any repayment of principal, is
subject to the creditworthiness of Barclays Bank PLC and is not
guaranteed by any third party. If Barclays Bank PLC were to default
on its payment obligations or become subject to the exercise of any
U.K. Bail-in Power (as described in the PPS) by the relevant U.K.
resolution authority, you might not receive any amounts owed to you
under the securities. See “Selected Risk Considerations” and
“Consent to U.K. Bail-in Power” in the PPS and “Risk Factors” in
the accompanying prospectus supplement. |
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No
periodic interest payments or dividends |
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No exchange listing; designed to be held to maturity |
1 Expected. In the event that we make any change to the
expected pricing date or issue date, the calculation days,
including the final calculation day, and/or the stated maturity
date may be changed so that the stated term of the securities
remains the same.
2 The issuer’s estimated value of the securities on the
pricing date, based on its internal pricing models, is expected to
be between $937.00 and $967.00 per security. The estimated value is
expected to be less than the original offering price of the
securities. See “Additional Information Regarding Our Estimated
Value of the Securities” on page PPS-6 of the PPS.
THIS TERM SHEET DOES NOT PROVIDE
ALL OF THE INFORMATION THAT AN INVESTOR SHOULD CONSIDER PRIOR TO
MAKING AN INVESTMENT DECISION. The securities will
have the terms specified in the prospectus dated August 1, 2019,
the prospectus supplement dated August 1, 2019 and the underlying
supplement dated August 1, 2019, as supplemented or superseded by
the PPS. The securities have complex features, and investing in the
securities involves risks not associated with an investment in
conventional debt securities. Investors should carefully consider
the terms of the securities set forth in the aforementioned
documents.
The securities constitute our unsecured and unsubordinated
obligations. The securities are not deposit liabilities of Barclays
Bank PLC and are not covered by the U.K. Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit
Insurance Corporation or any other governmental agency or deposit
insurance agency of the United States, the United Kingdom or any
other jurisdiction.
Notwithstanding any other agreements, arrangements or
understandings between Barclays Bank PLC and any holder or
beneficial owner of the securities, by acquiring the securities,
each holder and beneficial owner of the securities acknowledges,
accepts, agrees to be bound by, and consents to the exercise of,
any U.K. Bail-in Power by the relevant U.K. resolution authority.
See “Consent to U.K. Bail-in Power” in the PPS.
How the lowest performing Index is determined
The lowest performing Index on any calculation day is the Index
that has the lowest performance factor on that calculation day,
calculated for each Index as the closing level of that Index on
that calculation day divided by its starting level.
How contingent coupon payments are calculated
On each contingent coupon payment date, you will receive a
contingent coupon payment at a per annum rate equal to the
contingent coupon rate if the closing level of the lowest
performing Index on the related calculation day is greater than or
equal to its threshold level.
Each “contingent coupon payment,” if any, will be calculated per
security as follows:
($1,000 × contingent coupon rate) / 4
The contingent coupon rate will be determined on the pricing date
and will be within the range of 7.00% to 8.00% per annum. Any
contingent coupon payments will be rounded to the nearest cent,
with one-half cent rounded upward.
If the closing level of the lowest performing Index on any
calculation day is less than its threshold level, you will not
receive any contingent coupon payment on the related contingent
coupon payment date. If the closing level of the lowest performing
Index is less than its threshold level on all quarterly calculation
days, you will not receive any contingent coupon payments over the
term of the securities.
How to determine if the securities will be automatically called
If the closing level of the lowest performing Index on any of the
quarterly calculation days from May 2020 to August 2023, inclusive,
is greater than or equal to its starting level, the securities will
be automatically called, and on the related call settlement date
you will be entitled to receive a cash payment per security in U.S.
dollars equal to the original offering price plus the contingent
coupon payment otherwise due. The securities will not be subject to
automatic call until the second quarterly calculation day, which is
approximately six months after the issue date.
If the securities are automatically called, they will cease to be
outstanding on the related call settlement date and you will have
no further rights under the securities after such call settlement
date. You will not receive any notice from us if the securities are
automatically called.
How the maturity payment amount is calculated
If the securities are not automatically called prior to the stated
maturity date, you will receive on the stated maturity date a cash
payment per security in U.S. dollars equal to the maturity payment
amount (in addition to any contingent coupon payment otherwise
due). The maturity payment amount per security will equal:
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if the
ending level of the lowest performing Index on the final
calculation day is greater than or equal to its threshold level:
$1,000; or |
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if the
ending level of the lowest performing Index on the final
calculation day is less than its threshold level: |
$1,000 × performance factor of the lowest performing Index on the
final calculation day
If the securities are not automatically called prior to stated
maturity and the ending level of the lowest performing Index on the
final calculation day is less than its threshold level, you will
lose more than 25%, and possibly all, of the original offering
price of your securities at stated maturity.
Any return on the securities will be limited to the sum of your
contingent coupon payments, if any. You will not participate in any
appreciation of any Index, but you will have full downside exposure
to the lowest performing Index on the final calculation day if the
ending level of that Index is less than its threshold
level.
Hypothetical Payout Profile
The profile to the right illustrates the potential payment at
stated maturity on the securities (excluding any contingent coupon
payment otherwise due) for a range of hypothetical performances of
the lowest performing Index on the final calculation day from its
starting level to its ending level, assuming the securities have
not been automatically called prior to the stated maturity
date.
This graph has been prepared for purposes of illustration only.
Your actual return will depend on the actual ending level of the
lowest performing Index on the final calculation day and whether
you hold your securities to stated maturity. The performance of the
better performing Indices is not relevant to your return on the
securities.
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Hypothetical Returns
If the securities are automatically called: If the securities are automatically called prior
to stated maturity, you will receive the original offering price of
your securities plus the contingent coupon payment otherwise due.
In the event the securities are automatically called, your total
return on the securities will equal any contingent coupon payments
received prior to the call settlement date and the contingent
coupon payment received on the call settlement date.
If the securities are not automatically called: If the securities are not automatically called
prior to stated maturity, the following table illustrates, for a
range of hypothetical performance factors of the lowest performing
Index on the final calculation day, the hypothetical maturity
payment amount payable at stated maturity per security (excluding
any contingent coupon payment otherwise due). The performance
factor of the lowest performing Index on the final calculation day
is calculated as its ending level divided by its starting
level.
Hypothetical
performance factor of lowest performing Index on final calculation
day |
Hypothetical
payment at stated maturity per security |
175.00% |
$1,000.00 |
160.00% |
$1,000.00 |
150.00% |
$1,000.00 |
140.00% |
$1,000.00 |
130.00% |
$1,000.00 |
120.00% |
$1,000.00 |
110.00% |
$1,000.00 |
100.00% |
$1,000.00 |
90.00% |
$1,000.00 |
80.00% |
$1,000.00 |
75.00% |
$1,000.00 |
74.00% |
$740.00 |
70.00% |
$700.00 |
60.00% |
$600.00 |
50.00% |
$500.00 |
40.00% |
$400.00 |
25.00% |
$250.00 |
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The above figures do not take into account contingent coupon
payments, if any, received during the term of the securities. As
evidenced above, in no event will you have a positive rate of
return based solely on the maturity payment amount received at
maturity (excluding any contingent coupon payment otherwise due);
any positive return will be based solely on the contingent coupon
payments, if any, received during the term of the securities.
The above figures are for purposes of illustration only and may
have been rounded for ease of analysis. If the securities are not
automatically called prior to stated maturity, the actual amount
you will receive at stated maturity will depend on the actual
ending level of the lowest performing Index on the final
calculation day. The performance of the better performing Indices
is not relevant to your return on the securities.
Selected Risk Considerations
An investment in the securities involves significant risks.
Investing in the securities is not equivalent to investing directly
in any of the Indices or any of the securities composing the
Indices. You should carefully review the risk disclosures set forth
under the “Risk Factors” section of the prospectus supplement and
the “Selected Risk Considerations” section in the accompanying PPS.
The risks set forth below are discussed in detail in the “Selected
Risk Considerations” section in the accompanying PPS.
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If The
Securities Are Not Automatically Called Prior to Stated Maturity,
You May Lose Some Or All Of The Original Offering Price Of Your
Securities At Stated Maturity. |
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The
Securities Do Not Provide For Fixed Payments Of Interest And You
May Receive No Coupon Payments On One Or More Quarterly Contingent
Coupon Payment Dates, Or Even Throughout The Entire Term Of The
Securities. |
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The
Securities Are Subject To The Full Risks Of Each Index And Will Be
Negatively Affected If Any Index Performs Poorly, Even If The Other
Indices Perform Favorably. |
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Your
Return On The Securities Will Depend Solely On The Performance Of
The Index That Is The Lowest Performing Index On Each Calculation
Day, And You Will Not Benefit In Any Way From The Performance Of
The Better Performing Indices. |
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You
Will Be Subject To Risks Resulting From The Relationship Between
The Indices. |
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You
May Be Fully Exposed To The Decline In The Lowest Performing Index
On The Final Calculation Day From Its Starting Level, But Will Not
Participate In Any Positive Performance Of Any Index |
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Higher
Contingent Coupon Rates Are Associated With Greater
Risk. |
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You
Will Be Subject To Reinvestment Risk. |
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The
Securities Are Subject To The Credit Risk Of Barclays Bank
PLC. |
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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. |
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The
Securities Will Not Be Listed On Any Securities Exchange And We Do
Not Expect A Trading Market For The Securities To
Develop. |
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The
Securities Are Subject To Small-Capitalization Companies Risk With
Respect To The Russell 2000® Index. |
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The
Value Of The Securities Prior To Maturity Will Be Affected By
Numerous Factors, Some Of Which Are Related In Complex
Ways. |
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No
Assurance That The Investment View Implicit In The Securities Will
Be Successful. |
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Owning
The Securities Is Not The Same As Owning The Securities Composing
Any Or All Of The Indices. |
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Each
Index Reflects The Price Return Of The Securities Composing That
Index, Not The Total Return. |
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Adjustments To The
Indices Could Adversely Affect The Value Of The Securities And The
Amount You Will Receive At Maturity. |
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The
Estimated Value Of Your Securities Is Expected To Be Lower Than The
Original Offering Price Of Your Securities. |
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The
Estimated Value Of Your Securities Might Be Lower If Such Estimated
Value Were Based On The Levels At Which Our Debt Securities Trade
In The Secondary Market. |
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The
Estimated Value Of The Securities Is Based On Our Internal Pricing
Models, Which May Prove To Be Inaccurate And May Be Different From
The Pricing Models Of Other Financial Institutions. |
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The
Estimated Value Of Your Securities Is Not A Prediction Of The
Prices At Which You May Sell Your Securities In The Secondary
Market, If Any, And Such Secondary Market Prices, If Any, Will
Likely Be Lower Than The Original Offering Price Of Your Securities
And May Be Lower Than The Estimated Value Of Your
Securities. |
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The
Temporary Price At Which We May Initially Buy The Securities In The
Secondary Market And The Value We May Initially Use For Customer
Account Statements, If We Provide Any Customer Account Statements
At All, May Not Be Indicative Of Future Prices Of Your
Securities. |
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We,
Our Affiliates And Any Other Agent And/Or Participating Dealer May
Engage In Various Activities Or Make Determinations That Could
Materially Affect Your Securities In Various Ways And Create
Conflicts Of Interest. |
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The
Historical Performance Of The Indices Is Not An Indication Of Their
Future Performance. |
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Potentially
Inconsistent Research, Opinions Or Recommendations By Barclays
Capital Inc., Wells Fargo Securities, LLC Or Their Respective
Affiliates. |
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We
Cannot Control Actions Of Any Of The Unaffiliated Companies Whose
Securities Are Included As Components Of The Indices. |
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We And
Our Affiliates Have No Affiliation With Any Index Sponsor And Have
Not Independently Verified Their Public Disclosure Of
Information. |
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The
U.S. Federal Income Tax Consequences Of An Investment In The
Securities Are Uncertain. |
Not suitable for all investors
Investment suitability must be determined individually for each
investor. Whether or not the securities are a suitable investment
for you will depend on your individual circumstances, and you
should reach an investment decision only after you and your
investment, legal, tax, accounting and other advisors have
carefully considered the suitability of an investment in the
securities in light of your particular circumstances. You should
also review carefully the “Selected Risk Considerations” beginning
on page PPS-12 of the accompanying PPS and the “Risk Factors”
beginning on page S-7 of the prospectus supplement for risks
related to an investment in the securities. For more information
about the Indices, please see the sections titled “The Dow Jones
Industrial Average®,” “The Russell 2000®
Index” and “The S&P 500® Index” in the PPS.
Barclays Bank PLC has filed a registration statement (including a
prospectus) with the SEC for the offering to which this term sheet
relates. Before you invest, you should read the prospectus dated
August 1, 2019, the prospectus supplement dated August 1, 2019, the
underlying supplement dated August 1, 2019, the PPS and other
documents Barclays Bank PLC has filed with the SEC for more
complete information about Barclays Bank PLC and this offering. You
may get these documents and other documents Barclays Bank PLC has
filed for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, Barclays Bank PLC or any agent or dealer
participating in this offering will arrange to send you each of
these documents if you request them by calling your Barclays Bank
PLC sales representative, such dealer or toll-free 1-888-227-2275
(Extension 2-3430). A copy of each of these documents may be
obtained from Barclays Capital Inc., 745 Seventh Avenue—Attn: US
InvSol Support, New York, NY 10019.
Consult your tax advisor
Investors should review carefully the accompanying PPS,
prospectus supplement and prospectus and consult their tax advisors
regarding the application of the U.S. federal tax laws to their
particular circumstances, as well as any tax consequences arising
under the laws of any state, local or non-U.S.
jurisdiction.
As used in this term sheet, “we,” “us” and “our” refer to Barclays
Bank PLC. Wells Fargo Advisors is a trade name used by Wells Fargo
Clearing Services, LLC and Wells Fargo Advisors Financial Network,
LLC, members SIPC, separate registered broker-dealers and non-bank
affiliates of Wells Fargo & Company.
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