INTRODUCTION AND
WARNINGS
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The Summary should be read as an
introduction to the Prospectus. Any decision to invest in the
Securities should be based on consideration of the Prospectus as a
whole by the investor. In certain circumstances, the investor could
lose all or part of the invested capital. Civil liability attaches
only to those persons who have tabled the Summary, but only where
the Summary is misleading, inaccurate or inconsistent when read
together with the other parts of the Prospectus or it does not
provide, when read together with the other parts of the Prospectus,
key information in order to aid investors when considering whether
to invest in the Securities.
You are about to purchase a
product that is not simple and may be difficult to
understand.
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Securities: GBP 3,022,869 Securities due February
2030 pursuant to the Global Structured
Securities Programme (ISIN: XS2674279414) (the
"Securities").
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The
Issuer: The Issuer is Barclays Bank
PLC. Its registered office is at 1 Churchill Place, London, E14
5HP, United Kingdom (telephone number: +44 (0)20 7116 1000) and its
Legal Entity Identifier ("LEI") is G5GSEF7VJP5I7OUK5573.
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The Authorised
Offeror: The Authorised Offeror is
Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge
Street, London SE1 9SG, United Kingdom and its Legal Entity
Identifier ("LEI") is 2138008UN4KBVG2LGA27.
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Competent
authority: The Base Prospectus was
approved on 17 April 2023 by the United Kingdom Financial Conduct
Authority of 12 Endeavour Square, London, E20 1JN, United Kingdom
(telephone number: +44 (0)20 7066 1000).
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KEY INFORMATION ON THE
ISSUER
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Who is the Issuer of the
Securities?
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Domicile and legal form of
the Issuer: Barclays Bank PLC (the
"Issuer") is a public
limited company registered in England and Wales under number
1026167. The liability of the members of the Issuer is limited. It
has its registered and head office at 1 Churchill Place, London,
E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The
Legal Entity Identifier (LEI) of the Issuer is
G5GSEF7VJP5I7OUK5573.
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Principal activities of the
Issuer: The Group's businesses
include consumer banking and payments operations around the world,
as well as a global corporate and investment bank. The Group
comprises of Barclays PLC together with its subsidiaries, including
the Issuer. The Issuer's principal activity is to offer products
and services designed for larger corporate, wholesale and
international banking clients.
The term the "Group" mean Barclays PLC together with
its subsidiaries and the term "Barclays Bank Group" means Barclays
Bank PLC together with its subsidiaries.
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Major shareholders of the
Issuer: The whole of the issued
ordinary share capital of the Issuer is beneficially owned by
Barclays PLC. Barclays PLC is the ultimate holding company of the
Group.
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Identity of the key managing
directors of the Issuer: The key
managing directors of the Issuer are C.S. Venkatakrishnan (Chief
Executive and Executive Director) and Anna Cross (Executive
Director).
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Identity of the statutory
auditors of the Issuer: The
statutory auditors of the Issuer are KPMG LLP ("KPMG"), chartered accountants and
registered auditors (a member of the Institute of Chartered
Accountants in England and Wales), of 15 Canada Square, London E14
5GL, United Kingdom.
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What is the key financial
information regarding the Issuer?
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The Issuer has derived the selected
consolidated financial information included in the table below for
the years ended 31 December 2022 and 31 December 2021 from the
annual consolidated financial statements of the Issuer for the
years ended 31 December 2022 and 2021 (the "Financial Statements"), which have each
been audited with an unmodified opinion provided by KPMG. The
selected financial information included in the table below for the
six months ended 30 June 2023 and 30 June 2022 was derived from the
unaudited condensed consolidated interim financial statements of
the Issuer in respect of the six months ended 30 June 2023 (the
"Interim Results Announcement"). Certain of the comparative
financial metrics included in the table below for the six months
ended 30 June 2022 were restated in the Interim Results
Announcement.
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Consolidated Income
Statement
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As at 30 June (unaudited)
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|
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|
|
|
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(£m)
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(£m)
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Net
interest
income.......................................................................................
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3,120
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2,233
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5,398
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3,073
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Net fee and
commission
income...................................................................
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2,806
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2,839
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5,426
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6,587
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Credit
impairment
(charge)/release................................................................
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(688)
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(293)
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(933)
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277
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Net trading
income........................................................................................
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3,853
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5,026
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7,624
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5,788
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Profit
before
tax............................................................................................
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3,132
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2,605
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4,867
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5,418
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Profit
after tax...............................................................................................
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2,607
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2,129
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4,382
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4,588
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Consolidated Balance
Sheet
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As at 30 June (unaudited)
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|
|
|
|
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(£m)
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(£m)
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Total
assets.......................................................................................................
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1,246,636
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1,203,537
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1,061,778
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Debt
securities in
issue.....................................................................................
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58,377
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60,012
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48,388
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Subordinated
liabilities......................................................................................
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36,325
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38,253
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32,185
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Loans and
advances at amortised cost
.............................................................
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183,237
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182,507
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145,259
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Deposits at
amortised cost
...............................................................................
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307,820
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291,579
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262,828
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Total
equity.......................................................................................................
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58,348
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58,953
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56,317
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Certain Ratios from the
Financial Statements
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As at 30 June (unaudited)
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|
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(%)
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(%)
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Common
Equity Tier 1 capital ................................................................
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12.5
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12.7
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12.9
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Total
regulatory capital.............................................................................
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20.1
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20.8
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20.5
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UK leverage
ratio (sub-consolidated)2......................................................
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5.9
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1 Capital, RWAs and leverage are calculated applying the
transitional arrangements of the CRR as amended by CRR II. This
includes IFRS 9 transitional arrangements and the grandfathering of
CRR II non-compliant capital instruments.
2 Leverage minimum requirements for Barclays Bank PLC were set
at a sub-consolidated level effective from 1 January 2023. No
comparatives are provided as this is the first reporting period for
Barclays Bank PLC sub-consolidated leverage.
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What are the key risks that
are specific to the Issuer?
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The Barclays Bank Group has
identified a broad range of risks to which its businesses are
exposed. Material risks are those to which senior management pay
particular attention and which could cause the delivery of the
Barclays Bank Group's strategy, results of operations, financial
condition and/or prospects to differ materially from expectations.
Emerging risks are those which have unknown components, the impact
of which could crystallise over a longer time period. In addition,
certain other factors beyond the Barclays Bank Group's control,
including escalation of global conflicts, acts of terrorism,
natural disasters, pandemics and similar events, although not
detailed below, could have a similar impact on the Barclays Bank
Group.
· Material existing and
emerging risks potentially impacting more than one principal
risk: In addition to material and
emerging risks impacting the principal risks set out below, there
are also material existing and emerging risks that potentially
impact more than one of these principal risks. These risks are: (i)
potentially unfavourable global and local economic and market
conditions, as well as geopolitical developments; (ii) the impact
of COVID-19; (iii) the impact of interest rate changes on the
Barclays Bank Group's profitability; (iv) the competitive
environments of the banking and financial services industry; (v)
the regulatory change agenda and impact on business model; (vi) the
impact of benchmark interest rate reforms on the Barclays Bank
Group; and (vii) change delivery and execution risks.
· Climate risk:
Climate risk is the impact on financial and
operational risks arising from climate change through physical
risks, risks associated with transitioning to a lower carbon
economy and connected risks arising as a result of second order
impacts of these two drivers on portfolios.
· Credit and Market
risks: Credit risk is the risk of
loss to the Barclays Bank Group from the failure of clients,
customers or counterparties, to fully honour their obligations to
members of the Barclays Bank Group. The Barclays Bank Group is
subject to risks arising from changes in credit quality and
recovery rates for loans and advances due from borrowers and
counterparties. Market risk is the risk of loss arising from
potential adverse change in the value of the Barclays Bank Group's
assets and liabilities from fluctuation in market
variables.
· Treasury and capital risk and
the risk that the Issuer and the Barclays Bank Group are subject to
substantial resolution powers: There
are three primary types of treasury and capital risk faced by the
Barclays Bank Group which are (1) liquidity risk - the risk that
the Barclays Bank Group is unable to meet its contractual or
contingent obligations or that it does not have the appropriate
amount of stable funding and liquidity to support its assets, which
may also be impacted by credit rating changes; (2) capital risk -
the risk that the Barclays Bank Group has an insufficient level or
composition of capital; and (3) interest rate risk in the banking
book - the risk that the Barclays Bank Group is exposed to capital
or income volatility because of a mismatch between the interest
rate exposures of its (non-traded) assets and liabilities. Under
the Banking Act 2009, substantial powers are granted to the Bank of
England (or, in certain circumstances, HM Treasury), in
consultation with the United Kingdom Prudential Regulation
Authority, the UK Financial Conduct Authority and HM Treasury, as
appropriate as part of a special resolution regime. These powers
enable the Bank of England (or any successor or replacement thereto
and/or such other authority in the United Kingdom with the ability
to exercise the UK Bail-in Power) (the "Resolution Authority") to implement
various resolution measures and stabilisation options (including,
but not limited to, the bail-in tool) with respect to a UK bank or
investment firm and certain of its affiliates (as at the date of
the Registration Document, including the Issuer) in circumstances
in which the Resolution Authority is satisfied that the relevant
resolution conditions are met.
· Operational and model
risks: Operational risk is the risk
of loss to the Barclays Bank Group from inadequate or failed
processes or systems, human factors or due to external events where
the root cause is not due to credit or market risks. Model risk is
the potential for adverse consequences from decisions based on
incorrect or misused model outputs and reports.
· Conduct, reputation and legal
risks and legal, competition and regulatory matters:
Conduct risk is the risk of poor outcomes for, or
harm to customers, clients and markets, arising from the delivery
of the Barclays Bank Group's products and services. Reputation risk
is the risk that an action, transaction, investment, event,
decision or business relationship will reduce trust in the Barclays
Bank Group's integrity and/or competence. The Barclays Bank Group
conducts activities in a highly regulated global market which
exposes it and its employees to legal risk arising from (i) the
multitude of laws and regulations that apply to the businesses it
operates, which are highly dynamic, may vary between jurisdictions
and/or conflict, and may be unclear in their application to
particular circumstances especially in new and emerging areas; and
(ii) the diversified and evolving nature of the Barclays Bank
Group's businesses and business practices. In each case, this
exposes the Barclays Bank Group and its employees to the risk of
loss or the imposition of penalties, damages or fines from the
failure of members of the Barclays Bank Group to meet their
respective obligations, including legal, regulatory or contractual
requirements. Legal risk may arise in relation to any number of the
material existing and emerging risks summarised above.
In Q2 2023, the "Conduct Risk" principal risk was
expanded to include "Laws, Rules
and Regulations (LRR) Risk" and consequently renamed
"Compliance Risk".
Reflecting this, the definition of compliance risk is: "The risk of
poor outcomes for, or harm to, customers, clients and markets,
arising from the delivery of the firm's products and services (also
known as "Conduct Risk")
and the risk to Barclays Bank Group, its clients, customers or
markets from a failure to comply with the laws, rules and
regulations applicable to the firm (also known as Laws, Rules and
Regulations Risk "LRR
Risk")." The definition of the "Legal Risk" principal risk was updated
to: "The risk of loss or imposition of penalties, damages or fines
from the failure of the firm to meet applicable laws, rules and
regulations or contractual requirements or to assert or defend its
intellectual property rights." The revised framework is in force
from June 2023."
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KEY INFORMATION ON THE
SECURITIES
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What are the main features of
the Securities?
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Type and class of Securities
being offered and admitted to trading, including security
identification numbers
The Securities will be in the form
of notes and will be uniquely identified by: Series number:
NX000382888; ISIN: XS2674279414; Common
Code: 267427941.
The Securities will be cleared and
settled through Euroclear Bank S.A./N.V. and Clearstream Banking
société
anonyme.
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Currency, specified
denomination, issue size and term of the
Securities
The Securities will be issued in
Pounds sterling ("GBP")
(the "Issue Currency") and
settled in the same currency (the "Settlement Currency"). The Securities
are tradable in nominal and the specified denomination per Security
is GBP 1. The issue size is GBP 3,022,869 (the "Aggregate Nominal Amount"). The issue
price is 100% of the Specified Denomination.
The issue date is 14 February 2024
(the "Issue Date"). Subject
to early termination, the Securities are scheduled to redeem on 14
February 2030 (the "Scheduled
Settlement Date").
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Rights attached to the
Securities
Potential return: The
Securities will give each holder of Securities the right to receive
potential return on the Securities, together with certain ancillary
rights such as the right to receive notice of certain
determinations and events and the right to vote on some (but not
all) amendments to the terms and conditions of the Securities. The
potential return will be in the form of: (i) one or more Interest
Amounts and (ii) a Final Cash Settlement Amount, provided that if
the Securities are early terminated, the potential return may be in
the form of an Early Cash Settlement Amount instead.
Taxation: All payments in
respect of the Securities shall be made without withholding or
deduction for or on account of any UK taxes unless such withholding
or deduction is required by law. In the event that any such
withholding or deduction is required by law, the Issuer will, save
in limited circumstances, be required to pay additional amounts to
cover the amounts so withheld or deducted.
Events of default:
If the Issuer fails to make any payment due under
the Securities or breaches any other term and condition of the
Securities in a way that is materially prejudicial to the interests
of the holders (and such failure is not remedied within 30 calendar
days, or any interest has not been paid within 14 calendar days of
the due date), or the Issuer is subject to a winding-up order, then
(subject, in the case of interest, to the Issuer being prevented
from payment for a mandatory provision of law) the Securities will
become immediately due and payable, upon notice being given by the
holder.
Limitations on
rights
Early settlement following certain disruption events or due to
unlawfulness or impracticability:
The Issuer may redeem the Securities prior to their Scheduled
Settlement Date following the occurrence of certain disruption
events or extraordinary events concerning the Issuer, its hedging
arrangements, the Underlying Asset(s), taxation or the relevant
currency of the Securities, or if it determines that an
unlawfulness or impracticability event has occurred. In such case,
investors will receive an "Early
Cash Settlement Amount" equal to the greater of (i) the fair
market value of the Securities prior to their redemption and (ii)
the product of the Calculation Amount multiplied by 100% of the
Calculation Amount, provided that such Early Cash Settlement Amount
will be paid on the Scheduled Settlement Date instead if
immediately following the event triggering early redemption the
fair market value of the Securities is less than the product of the
Calculation Amount multiplied by 100%.
Optional early settlement: The Issuer may elect to redeem the
Securities by exercising its call option. If this occurs, investors
will receive an "Optional Cash
Settlement Amount" equal to the Issuer Call Early Settlement
Percentage of the Calculation Amount payable on the corresponding
"Optional Cash Settlement
Date" for each "Issuer
Option Exercise Period" as set out in the table
below.
Issuer Call Early Settlement Percentage
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Issuer Option Exercise Period(s)
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Optional Cash Settlement Date(s) subject to adjustment in
accordance with the Business Day Convention
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112.300%
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From and (including) 14 February
2024 to (and including) 02 February 2026
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16 February 2026
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115.375%
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From and (including) 16 February
2026 to (and including) 31 July 2026
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14 August 2026
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118.450%
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From and (including) 14 August 2026
to (and including) 01 February 2027
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15 February 2027
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121.525%
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From and (including) 15 February
2027 to (and including) 02 August 2027
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16 August 2027
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124.600%
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From and (including) 16 August 2027
to (and including) 31 January 2028
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14 February 2028
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127.675%
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From and (including) 14 February
2028 to (and including) 31 July 2028
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14 August 2028
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130.750%
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From and (including) 14 August 2028
to (and including) 31 January 2029
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14 February 2029
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133.825%
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From and (including) 14 February
2029 to (and including) 31 July 2029
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14 August 2029
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Certain additional limitations:
·
The terms and conditions of the Securities permit
the Issuer and the Determination Agent (as the case may be), on the
occurrence of certain events and in certain circumstances, without
the holders' consent, to make adjustments to the terms and
conditions of the Securities, to redeem the Securities prior to
maturity, to postpone or obtain alternative valuation of the
Underlying Asset(s), to postpone scheduled payments under the
Securities, to change the currency in which the Securities are
denominated, to substitute the Issuer with another permitted entity
subject to certain conditions, and to take certain other actions
with regard to the Securities.
·
The Securities contain provisions for calling
meetings of holders to consider matters affecting their interests
generally and these provisions permit defined majorities to bind
all holders, including holders who did not attend and vote at the
relevant meeting and holders who voted in a manner contrary to the
majority.
Governing
law
The Securities will be governed by
English law and the rights thereunder will be construed
accordingly.
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Description of the
calculation of potential return on the Securities
Calculation Amount:
Calculations in respect of amounts payable under the Securities are
made by reference to the "Calculation Amount", being GBP 1 per
Security. Where the Calculation Amount is different from the
specified denomination of the Securities, the amount payable will
be scaled accordingly.
Indicative amounts: If the
Securities are being offered by way of a Public Offer and any
specified product values are not fixed or determined at the
commencement of the Public Offer (including any amount, level,
percentage, price, rate or other value in relation to the terms of
the Securities which has not been fixed or determined by the
commencement of the Public Offer), these specified product values
will specify an indicative amount, an indicative minimum amount, an
indicative maximum amount or any combination thereof. In such case,
the relevant specified product value(s) shall be the value
determined based on market conditions by the Issuer on or around
the end of the Public Offer. Notice of the relevant specified
product value will be published prior to the Issue Date.
Determination Agent: Barclays
Bank PLC will be appointed to make calculations and determinations
with respect to the Securities.
_____________________
A - Final
Settlement
The Securities are scheduled to
redeem on the Scheduled Settlement Date by payment of an amount in
the Settlement Currency. You will receive a cash amount per
Calculation Amount calculated by multiplying the Calculation Amount
by 136.90%.
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Status of the
Securities
The Securities are direct,
unsubordinated and unsecured obligations of the Issuer and rank
equally among themselves.
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Description of restrictions
on free transferability of the Securities
The Securities are offered and sold
outside the United States to non-U.S. persons in reliance on
Regulation S under the Securities Act and must comply with transfer
restrictions with respect to the United States. Securities held in
a clearing system will be transferred in accordance with the rules,
procedures and regulations of that clearing system. Subject to the
foregoing, the Securities will be freely transferable.
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Where will the Securities be
traded?
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Application is expected to be made
by the Issuer (or on its behalf) for the Securities to be admitted
to trading on the regulated market of the London Stock
Exchange.
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What are the key risks that
are specific to the Securities?
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The Securities are subject to the
following key risks:
·
You may lose some
or all of your investment in the
Securities: Investors are exposed to
the credit risk of Barclays Bank PLC. As the Securities do not
constitute a deposit and are not insured or guaranteed by any
government or agency or under the UK Government credit guarantee
scheme, all payments or deliveries to be made by Barclays Bank PLC
as Issuer under the Securities are subject to its financial
position and its ability to meet its obligations. The Securities
constitute unsubordinated and unsecured obligations of the Issuer
and rank pari passu with
each and all other current and future unsubordinated and unsecured
obligations of the Issuer. Even though your Securities are
repayable at par, you may lose up to the entire value of your
investment if the Issuer fails or is otherwise unable to meet its
payment or delivery obligations. You may also lose some or all of
your investment if: (a) you sell your Securities before their
scheduled maturity; (b) your Securities are early redeemed in
certain extraordinary circumstances; or (c) the terms and
conditions of your Securities are adjusted such that the amount
payable or property deliverable to you is less than your initial
investment.
·
There are risks
associated with the valuation, liquidity and offering of the
Securities: The market value of your
Securities may be significantly lower than the issue price since
the issue price may take into account the Issuer's and/or
distributor's profit margin and costs in addition to the fair
market value of the Securities. The market value of your Securities
may be affected by the volatility, level, value or price of the
Underlying Asset(s) at the relevant time, changes in interest
rates, the Issuer's financial condition and credit ratings, the
supply of and demand for the Securities, the time remaining until
the maturity of the Securities and other factors. The price, if
any, at which you will be able to sell your Securities prior to
maturity may be substantially less than the amount you originally
invested. Your Securities may not have an active trading market and
the Issuer may not be under any obligation to make a market or
repurchase the Securities prior to redemption. The Issuer may
withdraw the public offer at any time. In
such case, where you have already paid or delivered subscription
monies for the relevant Securities, you will be entitled to
reimbursement of such amounts, but will not receive any
remuneration that may have accrued in the period between their
payment or delivery of subscription monies and the reimbursement of
the Securities.
·
You are subject
to risks associated with the determination of amount payable under
the Securities:
In order to receive the scheduled
minimum amount at maturity, you must hold them until maturity. If
the Securities are early redeemed, they may return less than the
scheduled minimum amount, or even zero.
·
Your Securities
are subject to adjustments and early
redemption: Pursuant to the terms
and conditions of the Securities, following the occurrence of
certain disruption events or extraordinary events concerning the
Issuer, its hedging arrangements, the
Underlying Asset(s), taxation or the relevant currency of the
Securities, the Determination Agent or the
Issuer may take a number of remedial actions, including estimating
the value of the Underlying Assets, substituting the Underlying
Asset, and making adjustments to the terms and conditions of the
Securities. Any of such remedial action may change the economic
characteristics of the Securities and have a material adverse
effect on the value of and return on the Securities. If no remedial
action can be taken, or it is determined that an unlawfulness or impracticability event has occurred, the
Issuer may early redeem the Securities by payment of an Early Cash
Settlement Amount. If early redemption occurs, you may lose some or
all of your investment because the Early Cash Settlement Amount may
be lower than the price at which you purchase the Securities, or
may even be zero. You will also lose the opportunity to participate
in any subsequent positive performance of the Underlying Asset(s)
and be unable to realise any potential gains in the value of the
Securities. You may not be able to reinvest the proceeds from an
investment at a comparable return and/or with a comparable interest
rate for a similar level of risk. Further, the Issuer may early
redeem the Securities by exercising its call option. This feature
may limit the market value of the Securities.
·
Settlement is
subject to conditions and may be impossible in certain
circumstances: Payment of the amount
payable to you will not take place until all conditions to
settlement have been satisfied in full. No additional amounts will
be payable to you by the Issuer because of any resulting delay or
postponement. Certain settlement disruption events may occur which
could restrict the Issuer's ability to make payments, and the date
of settlement could be delayed accordingly.
·
Certain specific
information in relation to the Securities may not be known at the
beginning of an offer period: The
terms and conditions of your Securities only provide an indicative
amount. The actual amounts will be determined based on market
conditions by the Issuer on or around the end of the offer period.
There is a risk that the indicative amounts will not be same as the
actual amount, in which case, the return on your Securities may be
materially different from the expected return based on the
indicative amount.
·
Taxation
risks: The levels and basis of
taxation on the Securities and any reliefs for such taxation will
depend on your individual circumstances and could change at any
time over the life of the Securities. This could have adverse
consequences for you and you should therefore consult your own tax
advisers as to the tax consequences to you of transactions
involving the Securities.
·
Potential
conflicts of interest: Conflicts of
interest may exist where Barclays Bank PLC or its affiliate: (i)
acts in multiple capacities with respect to the Securities (e.g.
acting as issuer, manager and determination agent); (ii) enters
into hedging transactions to cover the Issuer's exposure to the
relevant cash amounts to be paid or assets to be delivered under
the Securities as these fall due; and (iii) uses price
contributions from its trading desks as a pricing source for an
Underlying Asset. In light of such conflicts, the actions taken or
determinations made by Barclays Bank PLC in relation to the
Securities may not always be in the best interest of the holders.
In addition to hedging transactions, Barclays Bank PLC may trade on
the Underlying Asset(s) in the ordinary course of its business.
Such trading could affect the market price of the Underlying
Asset(s), which may in turn materially adversely affect the value
and return on your Securities.
|
Key information on the offer
of securities to the public and/or the admission to trading on a
regulated market
|
Under which conditions and
timetable can I invest in these Securities?
|
Terms and conditions of the
offer
The terms and conditions of any
offer of Securities to the public may be determined by agreement
between the Issuer and the Authorised Offeror at the time of each
issue.
The Securities are offered for
subscription in the United Kingdom and the Channel Islands during
the period from (and including) 14 December 2023 to (and including)
31 January 2024 (the "Offer
Period") and such offer is subject to the following
conditions:
·
Offer Price: The Issue Price
·
Conditions to which the offer is subject: In the
event that during the Offer Period, the requests exceed the amount
of the offer to prospective investors, the Issuer will proceed to
early terminate the Offer Period and will immediately suspend the
acceptances of further requests. The Issuer reserves the right to
withdraw the offer for Securities at any time prior to the end of
the Offer Period. Following withdrawal of the offer, if any
application has been made by any potential investor, each such
potential investor shall not be entitled to subscribe or otherwise
acquire the Securities and any applications will be automatically
cancelled and any purchase money will be refunded to the applicant
by the Authorised Offeror in accordance with the Authorised
Offeror's usual procedures.
The
effectiveness of the offer is subject to the adoption of the
resolution of admission to trading of the Securities on London
Stock Exchange on or around the Issue Date. As such, the Issuer
undertakes to file the application for the Securities to be
admitted to trading on the London Stock Exchange in time for the
adoption of such resolution.
·
Description of the application process: An offer
of the Securities may be made by the Manager or the Authorised
Offeror other than pursuant to Section 86 of FSMA in the United
Kingdom and the Channel Islands (the "Public Offer
Jurisdiction") during the Offer
Period.
Applications for the Securities can be made in the Public Offer
Jurisdiction through the Authorised Offeror during the Offer
Period. The Securities will be placed into the Public Offer
Jurisdiction by the Authorised Offeror. Distribution will be in
accordance with the Authorised Offeror's usual procedures, notified
to investors by the Authorised Offeror.
·
Details of the minimum and/or maximum amount of
application: The minimum and maximum amount of application from the
Authorised Offeror will be notified to investors by the Authorised
Offeror.
·
Description of possibility to reduce subscriptions
and manner for refunding excess amount paid by applicants: Not
Applicable
·
Details of the method and time limits for paying
up and delivering the Securities: Investors will be notified by the
Authorised Offeror of their allocations of Securities and the
settlement arrangements in respect thereof.
·
Manner in and date on which results of the offer
are to be made public: Investors will be notified by the Authorised
Offeror of their allocations of Securities and the settlement
arrangements in respect thereof.
·
Procedure for exercise of any right of
pre-emption, negotiability of subscription rights and treatment of
subscription rights not exercised: Not Applicable
·
Categories of holders to which the Securities are
offered and whether Tranche(s) have been reserved for certain
countries: Not Applicable
·
Process for notification to applicants of the
amount allotted and indication whether dealing may begin before
notification is made: Applicants will be notified directly by the
Authorised Offeror of the success of their application. No dealings
in the Securities may take place prior to the Issue
Date.
·
Name(s) and address(es), to the extent known to
the Issuer, of the placers in the various countries where the offer
takes place: the Authorised Offeror
|
Estimated total expenses of
the issue and/or offer including expenses charged to investor by
Issuer/Offeror
The Issuer will not charge any
expenses to holders in connection with any issue of Securities.
Offerors may, however, charge expenses to holders. Such expenses
(if any) will be determined by agreement between the offeror and
the holders at the time of each issue.
|
Who is the offeror and/or the
person asking for admission to trading?
|
See the item entitled "The
Authorised Offeror" above.
|
Why is the Prospectus being
produced?
|
Use and estimated net amount
of proceeds
The net proceeds from each issue of
Securities will be applied by the Issuer for its general corporate
purposes, which include making a profit and/or hedging certain
risks.
|
Underwriting agreement on a
firm commitment basis
Not Applicable
|
Description of any interest
material to the issue/offer, including conflicting
interests
The Authorised Offeror will be paid
aggregate commissions equal to no more than 1.00% of the Issue
Price.
|