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
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Barclays Bank PLC
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Term
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Approximately 4 years
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Reference
Assets
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Dow Jones Industrial Average®, Russell 2000® Index and S&P 500® Index (each, an “Index”)
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Pricing
Date
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November 25, 20191
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Issue
Date
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November 29, 20191
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Stated
Maturity Date
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November 29, 20231
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Original
Offering Price2
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$1,000 per security (100% of par)
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Contingent
Coupon Payments
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See “How contingent coupon payments are calculated” on page 2
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Contingent
Coupon Rate
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7.00% - 8.00% per annum, to be determined on the Pricing Date
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Automatic
Call
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See “How to determine if the securities will be automatically called” on page 2
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Calculation
Days
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Quarterly, on the 24th of each February, May, August and November, commencing February 24, 2020 and ending on the final calculation day1
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Final
Calculation Day
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November 24, 20231
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Maturity
Payment Amount
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See “How the maturity payment amount is calculated” on page 2
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Lowest
Performing Index
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See “How the lowest performing Index is determined” on page 2
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Starting
Level
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For each Index, its closing level on the pricing date
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Ending
Level
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For each Index, its closing level on the final calculation day
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Threshold
Level
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For each Index, 75% of its starting level
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Calculation
Agent
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Barclays Bank PLC
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Denominations
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$1,000 and any integral multiple of $1,000
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CUSIP/ISIN
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06747NPT5 / US06747NPT53
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Agent
Discount
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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%
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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
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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:
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$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
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Hypothetical payment at stated maturity per security
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175.00%
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$1,000.00
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160.00%
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$1,000.00
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150.00%
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$1,000.00
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140.00%
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$1,000.00
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130.00%
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$1,000.00
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120.00%
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$1,000.00
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110.00%
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$1,000.00
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100.00%
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$1,000.00
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90.00%
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$1,000.00
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80.00%
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$1,000.00
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75.00%
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$1,000.00
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74.00%
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$740.00
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70.00%
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$700.00
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60.00%
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$600.00
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50.00%
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$500.00
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40.00%
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$400.00
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25.00%
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$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.
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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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