Pricing Supplement dated
November 7, 2019
(To the Prospectus dated
August 1, 2019 and the Prospectus Supplement dated
August 1, 2019)
|
Filed Pursuant to Rule 424(b)(2)
Registration No. 333–232144
|

|
$912,000
Callable
Contingent Coupon Notes due November 12, 2021
Linked to
the Common Stock of McKesson Corporation
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 7,
2019
|
Issue Date:
|
November 13,
2019
|
Final Valuation
Date:*
|
November 8,
2021
|
Maturity
Date:*
|
November 12,
2021
|
Reference
Asset:
|
The common
stock of McKesson Corporation (Bloomberg ticker symbol “MCK
<Equity>”)
|
Early Redemption at the
Option of the Issuer:
|
The Notes
cannot be redeemed for the first six months after the Issue Date.
We may redeem the Notes (in whole but not in part) at our sole
discretion without your consent at the Redemption Price set forth
below on any Call Valuation Date. No further amounts will be
payable after they have been redeemed.
|
Payment at
Maturity:
|
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 (a) the Final Value
of the Reference Asset is less than the Barrier Value and
(b) we have not elected to exercise our physical settlement
option, 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 (a) the Final Value
of the Reference Asset is less than the Barrier Value and
(b) we have elected to exercise our physical settlement
option, you will receive, per $1,000 principal amount Note,
(i) an amount of shares of the Reference Asset equal to the
Physical Delivery Amount and (ii) a cash payment equal to the
Fractional Share Amount times the Final Value 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.
In such an event, if we elect to
exercise our physical settlement option, the market value of the
shares that you receive may be less than the amount of cash that
you would have received had we not elected to exercise such option.
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.
|
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.
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[Terms of the Notes
Continue on the Next Page]
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Initial
Issue Price(1)
|
|
Price
to Public
|
|
Agent’s Commission(2)
|
|
Proceeds to Barclays Bank
PLC
|
Per
Note
|
|
$1,000
|
|
100%
|
|
1.50%
|
|
98.50%
|
Total
|
|
$912,000
|
|
$912,000
|
|
$13,680
|
|
$898,320
|
(1)
Our estimated value of the Notes on
the Initial Valuation Date, based on our internal pricing models,
$965.40 per Note. The estimated value is expected to be less than
the initial issue price of the Notes. See “Additional Information Regarding Our
Estimated Value of the Notes” on
page PS–3 of this pricing
supplement.
(2)
Barclays Capital Inc. will
receive commissions from the Issuer of $15.00 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–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:
|
$26.875 per
$1,000 principal amount Note, which is 2.6875% of the principal
amount per Note (based on 10.75% 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.
|
Observation
Dates:*
|
The 7th
calendar day of each February, May, August and
November during the term of the Notes, beginning in
February 2020; provided that the final Observation Date
will be the Final Valuation Date
|
Contingent Coupon
Payment Dates:*
|
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:*
|
Each Observation Date
scheduled to occur during the term of the Notes, beginning in
May 2020 and ending in and including August 2021. If we
exercise our early redemption option on a Call Valuation Date, we
will provide written notice to the trustee on such Call Valuation
Date.
|
Call Settlement
Date:*
|
The Contingent Coupon
Payment Date following the Call Valuation Date on which we exercise
our early redemption option
|
Initial
Value:
|
137.31, the Closing Value on the Initial Valuation
Date (rounded to two decimal places)
|
Coupon Barrier
Value:
|
96.12, which is 70.00% of the Initial Value (rounded
to two decimal places)
|
Barrier
Value:
|
96.12, which is 70.00% of the Initial Value (rounded
to two decimal places)
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Final Value:
|
The Closing Value of the
Reference Asset on the Final Valuation Date (rounded to two decimal
places)
|
Redemption
Price:
|
$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
|
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
|
Physical Delivery
Amount:
|
7
shares, which is the
number of shares of the Reference Asset equal to $1,000 divided by
the Initial Value, rounded down to the nearest whole
number
|
Fractional Share
Amount:
|
0.28
shares, which is
equal to the number of fractional shares resulting from dividing
$1,000 by the Initial Value
|
Closing
Value:
|
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, rounded to two decimal places (if
applicable)
|
Calculation
Agent:
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Barclays Bank
PLC
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CUSIP / ISIN:
|
06741WFR6 /
US06741WFR60
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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 prospectus
supplement dated August 1, 2019, 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
Our
SEC file number is 1–10257. As used in this pricing
supplement, “we,” “us” or “our” refers to Barclays Bank PLC.
PS-1
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.
PS-2
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.
PS-3
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 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 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
PS-4
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.
PS-5
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: 137.60*
§
You hold the Notes to maturity, and the Notes are NOT
redeemed prior to scheduled maturity.
§
Hypothetical Initial Value, Coupon Barrier Value, Barrier
Value, Physical Delivery Amount and Fractional Share Amount for the
Reference Asset as follows:*
Reference Asset
|
Initial Value
|
Coupon Barrier
Value
|
Barrier
Value
|
Physical Delivery
Amount
|
Fractional Share
Amount
|
McKesson
Corporation
|
137.60
|
96.32
|
96.32
|
7 shares
|
0.26744
shares
|
*
The hypothetical Initial
Value shown above is based on the Closing Value of the Reference
Asset on November 4, 2019. The hypothetical, Coupon Barrier
Value, Barrier Value, Physical Delivery Amount and Fractional Share
Amount shown in the table above are based on such hypothetical
Initial Value. The actual Initial Value, Coupon Barrier Value,
Barrier Value, Physical Delivery Amount and Fractional Share Amount
will be determined as set forth on the cover of this pricing
supplement.
For
information regarding recent values of the Reference Asset, please
see “Information Regarding the Reference Asset” in this pricing
supplement.
Final Value
|
Reference Asset
Return
|
Payment at Maturity**
|
206.40
|
50.00%
|
$1,000.00
|
192.64
|
40.00%
|
$1,000.00
|
178.88
|
30.00%
|
$1,000.00
|
165.12
|
20.00%
|
$1,000.00
|
151.36
|
10.00%
|
$1,000.00
|
137.60
|
0.00%
|
$1,000.00
|
123.84
|
-10.00%
|
$1,000.00
|
110.08
|
-20.00%
|
$1,000.00
|
95.69
|
-30.00%
|
$1,000.00
|
82.56
|
-40.00%
|
$600.00
|
68.80
|
-50.00%
|
$500.00
|
55.04
|
-60.00%
|
$400.00
|
41.28
|
-70.00%
|
$300.00
|
27.52
|
-80.00%
|
$200.00
|
13.76
|
-90.00%
|
$100.00
|
0.00
|
-100.00%
|
$0.00
|
**
Assuming we do not elect to
exercise our physical settlement option. For examples demonstrating
the amount of shares and cash that you would receive if
(a) the Final Value of the Reference Asset is less than the
Barrier Value and (b) we elect to exercise our physical
settlement option, please see Example 3 below.
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 151.36.
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 2: The
Final Value of the Reference Asset is 123.84.
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).
PS-6
Example 3: The
Final Value of the Reference Asset is 55.04.
Because the
Final Value of the Reference Asset is less than the Barrier Value,
if we do not elect to exercise our physical settlement option, 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 x
Reference Asset Return]
$1,000 + [$1,000 x
-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.
The Applicable
Physical Delivery Amount and the Applicable Fractional Share Amount
are 7 shares and 0.26744 shares, respectively. Accordingly, if we
do elect to exercise our physical settlement option, you will
receive on the Maturity Date a total of 7 shares of the Reference
Asset plus $14.72 in cash. For the avoidance of doubt, if the
actual Initial Value of the Reference Asset is greater than $1,000
and we do elect to exercise our physical settlement option, you
will not receive any shares of such Reference Asset, rather you
will only receive a cash payment on the Maturity Date equivalent to
the Fractional Share Amount of Reference Asset.
Example 3
demonstrates that, if the Notes are not redeemed prior to scheduled
maturity, and if the Final Value 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.
PS-7
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. 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.
·
The Notes Are Subject to Risks Associated with our Physical
Settlement Option—As described on the cover of this pricing
supplement, you may under certain circumstances receive shares of
the Reference Asset at maturity. If we exercise our physical
settlement option, the market value of the shares that you receive
may be less than the amount of the cash payment that you would have
received had we not exercised such option because of fluctuations
in the value of the Reference Asset between the Final Valuation
Date and the Maturity Date.
·
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 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 page of this
pricing supplement, the Notes may be redeemed prior to maturity, as
described above, and the holding period over which you may receive
coupon payments 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.
It
is more likely that we will redeem the Notes at our sole discretion
prior to maturity to the extent that the expected interest payable
on the Notes is greater than the interest that would be payable on
other instruments issued by us of comparable maturity, terms and
credit rating trading in the market. We are less likely to redeem
the Notes prior to maturity when the expected interest payable on
the Notes is less than the interest that would be payable on other
comparable instruments issued by us, which includes when the level
of the Reference Asset is less than the Coupon Barrier Value.
Therefore, the Notes are more likely to remain outstanding when the
expected interest payable on the Notes is less than what would be
payable on other comparable instruments and when your risk of not
receiving a Contingent Coupon is relatively higher.
·
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 Value 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
PS-8
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.
·
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 Any 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.
·
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 issuers of the Reference Asset. We
have not undertaken any independent review or due diligence of the
SEC filings of the issuers of the Reference Asset or of any other
publicly available information regarding any 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.
·
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,
PS-9
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 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. 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
PS-10
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 able and willing 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 any components of the Reference Asset;
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.
PS-11
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 the Reference Asset can be located by reference
to the 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 any issuer or any trends, events or other
factors that may have a positive or negative influence on those
prospects or as an endorsement of any particular 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 each such
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 price 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
McKesson
Corporation
According to publicly
available information, the Reference Asset specializes in
healthcare supply chain management solutions, retail pharmacy,
healthcare technology, community oncology and specialty
care.
Information filed by
the Reference Asset with the SEC under the Exchange Act can be
located by reference to its SEC file number: 001-13252or its CIK
Code: 0000927653. The common stock of the Reference Asset is listed
on the New York Stock Exchange under the ticker symbol
“MCK.”
Historical
Performance of the Reference Asset
The graph
below sets forth the historical performance of the Reference Asset
based on the daily Closing Prices from January 2, 2014 through
November 7, 2019.
Historical Performance of The
Common Stock of McKesson Corporation

PAST
PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-12
TAX
CONSIDERATIONS
You
should review carefully the sections 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,” in the
accompanying prospectus supplement. This discussion does not
address the U.S. federal income tax consequences of the ownership
or disposition of the Reference Asset that you may receive at
maturity. You should consult your tax advisor regarding the
potential U.S. federal tax consequences of the ownership and
disposition of the Reference Asset.
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, and except as described below, upon a sale or
exchange of the Notes (including upon early redemption or
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 (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.
If you receive
shares of the Reference Asset upon the maturity of your Notes, you
should be deemed to have applied the purchase price of your Notes
toward the purchase of the shares of the Reference Asset you
receive. You should not recognize gain or loss with respect to the
shares of the Reference Asset you receive. Instead, assuming
Contingent Coupon payments are properly treated as ordinary income,
consistent with the position described above, your basis in the
shares (including any fractional share) should equal the price you
paid to acquire your Notes, and that basis should be allocated
proportionately among the shares. Your holding period for the
Reference Asset should begin on the day after receipt. With respect
to any cash received in lieu of a fractional share of the Reference
Asset, you should recognize capital gain or loss in an amount equal
to the difference between the amount of the cash received and the
tax basis allocable to the fractional share.
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, 2021 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.
PS-13
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
June 14,
2019, filed as an exhibit to
a report on Form 6-K by Barclays Bank PLC on
June 14,
2019, and this opinion is
subject to the same assumptions, qualifications and limitations as
set forth in such opinion of Davis Polk & Wardwell London
LLP. In addition, this opinion is subject to customary assumptions
about the trustee’s authorization, execution and delivery of the
indenture and its authentication of the 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 June 14, 2019, which has been filed as an exhibit to the
report on Form 6-K referred to above.
PS-14
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