Bond Barclay PLC 2.95% ( XS1998582545 ) in USD

Barclay PLC

100 % ▼

United Kingdom

XS1998582545 ( in USD )

2.95% per year ( payment 2 times a year)

29/08/2022 - Bond has expired

Prospectus brochure of the bond Barclays PLC XS1998582545 in USD 2.95%, expired

1 000 USD

5 600 000 USD

Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code XS1998582545, pays a coupon of 2.95% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/08/2022

OFFERING CIRCULAR

BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
LEI: G5GSEF7VJP5I7OUK5573
Pursuant to the Global Structured Securities Programme
This Offering Circular has not been submitted to, reviewed by or approved by the United Kingdom
Financial Conduct Authority in its capacity as competent authority under the Financial Services
and Markets Act 2000 (as amended, the "FSMA") or by any competent authority in the European
Union or by any stock exchange which constitutes a UK regulated market for the purposes of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended, the "EUWA") (as amended, "UK MiFIR") or a regulated
market for the purposes of Directive 2014/65/EU (as amended, "MiFID II").
This means that this Offering Circular does not comprise (i) a base prospectus for the purposes of
(a) Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (as
amended, the "UK Prospectus Regulation") or (b) Article 8 of Regulation (EU) 2017/1129 (as
amended, the "EU Prospectus Regulation") or (ii) listing particulars for the purposes of (a) Section
79 of the FSMA or (b) any rules or regulations related to a listing on any regulated market under
MiFID II.
As a result of this Offering Circular not having been approved by any regulatory authority in its
capacity as a competent authority in the UK or the EU, you should be aware that:
this Offering Circular may not include the type, level and detail of disclosure required by
the UK Prospectus Regulation, the EU Prospectus Regulation or other UK or EU
legislation concerning disclosure requirements; and
if you acquire Securities to which this Offering Circular relates you will not have any
recourse to the Issuer under the liability regime relating to the UK Prospectus Regulation
or the EU Prospectus Regulation, including but not limited to provisions for compensation
arising under Section 90 of the FSMA or any similar legislation of the relevant Member
States of the European Economic Area.
Investors are exposed to the credit risk of the Issuer of the Securities. 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. The insolvency
the Issuer may lead to a partial or total loss of the invested capital.
What is this document?
This document as supplemented from time to time by any supplemental offering circular (a
"Supplemental Offering Circular") is an offering circular (this "Offering Circular"), describing
certain securities ("Securities") that may be offered and issued by Barclays Bank PLC (the "Issuer")
under its Global Structured Securities Programme (the "Programme").
This document may be supplemented using a Supplemental Offering Circular from time to time to reflect
any significant new factor, material mistake or inaccuracy relating to the information included in it.
This Offering Circular has been prepared on the basis that (a) any offer of Securities in the United
Kingdom will be made under an exemption in the UK Prospectus Regulation from the requirement to
publish a prospectus for offers of such Securities and (b) any offer of Securities in a Member State of the
European Economic Area will be made under an exemption in the EU Prospectus Regulation from the
requirement to publish a prospectus for offers of such Securities. Accordingly, if you are making or
intending to make an offer of Securities to which this Offering Circular as supplemented from time to

1

time (by any Supplemental Offering Circular) relates, as amended or supplemented by the Pricing
Supplement in the United Kingdom or any Member State of the European Economic Area, you must
only do so in circumstances where no obligation to publish a prospectus under Section 85 of the FSMA
or Article 3 of the EU Prospectus Regulation, as the case may be, arises. The Issuer has not authorised
and will not authorise any offer of Securities which would require the Issuer or any other entity to publish
a prospectus in respect of such offer.
Securities issued pursuant to the Programme may be unlisted or an application may be made for
Securities to be listed on any stock exchange other than any stock exchange or market which
constitutes a UK regulated market for the purposes of UK MiFIR or a regulated market for the
purposes of MiFID II.
As of the date of this Offering Circular, this Offering Circular has been approved by:
(a)
the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") as 'Listing
Particulars' for the purposes of the rules of the Global Exchange Market ("GEM") of Euronext
Dublin;
(b)
the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") in its capacity as
competent authority under Part IV of the Prospectus Law 2019; and
(c)
by the Gibraltar Stock Exchange (the "Gibraltar Stock Exchange") as 'Listing Particulars' for
the purposes of the rules of the Global Market (the "Global Market") of the Gibraltar Stock
Exchange.
This means that the Securities issued pursuant to the Programme may for a period of 12 months from the
date of this Offering Circular be admitted to listing on:
(i)
the official list of and trading on the GEM of Euronext Dublin;
(ii)
the official list of and trading on the Euro MTF market (the "Euro MTF") of the Luxembourg
Stock Exchange; and/or
(iii)
the Global Market of the Gibraltar Stock Exchange.
None of GEM, the Euro MTF or the Global Market of the Gibraltar Stock Exchange is a UK regulated
market for the purposes of UK MiFIR or a regulated market for the purposes of MiFID II.
As regards FinSA Exempt Securities, neither this Offering Circular nor any other offering or marketing
material relating to the Securities constitutes a prospectus pursuant to the FinSA, and neither this Offering
Circular nor any other offering or marketing material relating to the Securities may be publicly distributed
or otherwise made publicly available in Switzerland, unless the requirements of FinSA for such public
distribution are complied with. FinSA Exempt Securities may only be offered, sold or advertised, directly
or indirectly, in Switzerland if the Securities (a.) are addressed solely at investors classified as
Professional or Institutional Clients; (b.) are addressed at fewer than 500 Retail Clients; (c.) are addressed
at investors acquiring securities to the value of at least CHF 100,000; (d.) have a minimum denomination
per unit of CHF 100,000; or (e.) do not exceed a total value of CHF 8 million over a 12-month period.All
clients other than professional clients (professionelle Kunden) and institutional clients (institutionelle
Kunden), as defined in Article 4 para. 3, 4 and 5 and Article 5 para. 1 and 2 FinSA ("Professional or
Institutional Clients"), are retail clients ("Retail Clients"). Professional or Institutional Clients include:
(a) financial intermediaries regulated pursuant to the Swiss Federal Banking Act of 8 November 1934,
the Swiss Federal Financial Institutions Act of 15 June 2018 ("FinIA") or the CISA; (b) regulated
insurance undertakings pursuant to the Swiss Federal Insurance Supervision Act of 17 December 2004;
(c) foreign financial intermediaries or insurance undertakings subject to a similar prudential supervision
as the financial intermediaries or insurance undertakings pursuant to (a) and (b); (d) central banks; (e)
public entities with professional treasury operations; (f) pension funds and occupational pension schemes
with professional treasury operations; (g) undertakings with professional treasury operations; (h) large
companies that exceed two of the following thresholds: (i) a balance sheet total of CHF 20 million, (ii)
turnover of CHF 40 million, and/or (iii) own capital of CHF 2 million; (i) private investment structures
for high-net worth individuals with professional treasury operations; and (j) Opting-out Clients.

2

An "Opting-out Client" (vermögende Privatkundinnen und -kunden) is a Retail Client who confirms (i)
that, based on the education/professional experience or based on comparable experience in the financial
sector, he/she/it has the necessary knowledge to understand the risks resulting from an investment in the
Notes and who owns, directly or indirectly, eligible financial assets of at least CHF 500,000, or (ii) that
he/she/it owns, directly or indirectly, eligible financial assets of at least CHF 2 million.
What should I consider before investing in Securities issued under the Offering Circular?
Investment in Securities to which this Offering Circular relates involves a significant degree of risk and
if you invest in them you should be prepared to sustain a loss of all or part of your investment. You
should not acquire any Securities unless (i) you understand the nature of the relevant transaction, the
complexity of the transaction, the risks inherent in securities generally and the relevant Securities in
particular and the extent of your exposure to potential loss and (ii) any investment in such Securities is
consistent with your overall investment strategy. Before investing in the Securities you should consider
carefully whether the Securities you are considering acquiring are suitable in light of your investment
objectives, financial capabilities and expertise. You should also consult your own business, financial,
investment, legal, accounting, regulatory, tax and other professional advisers to assist you in determining
the suitability of the Securities for you as an investment.
See 'What other documents do I need to read?' below for more information.
What type of Securities does this Offering Circular relate to?
This Offering Circular relates to the issuance of Securities in the form of Notes, Certificates or Warrants
which may or may not bear interest. If the Securities are interest-bearing, such interest may accrue at a
fixed rate, floating rate or a rate determined by reference to the performance of a Reference Asset. The
Securities may be redeemable and issued in Note or Certificate form or they may be exercisable and
issued in Warrant or Exercisable Certificate form.
The Securities may or may not be subject to automatic early redemption or cancellation or may have an
option to allow early redemption or cancellation by the Issuer or Securityholder. The Securities may be
redeemed or cancelled at a cash or physical settlement amount which may or may not be linked to the
performance of one or more specified Reference Assets. Warrants or Exercisable Certificates may be
exercised automatically, be contingent on the performance of a Reference Asset or subject to some other
condition and, if not exercised before a relevant time and date specified, shall become void.
Who is the Issuer?
The Securities will be issued by Barclays Bank PLC (the "Issuer"). If you invest in Securities, you are
therefore exposed to the credit risk of the Issuer and as the investment is not a deposit and is 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 the Issuer are subject to the Issuer's financial position and its ability
to meet its obligations. This Offering Circular incorporates by reference information describing the
business activities of the Issuer and its subsidiaries as well as certain financial information and material
risks faced by the Issuer and and its subsidiaries.
How do I use this Offering Circular?
This Offering Circular, together with certain other documents listed within it, is intended to provide you
with information necessary to enable you to make an informed investment decision before you purchase
any Securities.
The contractual terms of any particular issuance of Securities will comprise the terms and conditions set
out on pages 262 to 357 of this Offering Circular (the "Base Conditions"), as supplemented by any
Relevant Annex(es) which are specified as applicable in the Pricing Supplement and set out on pages
358 to 782 of this Offering Circular, each as supplemented by a separate Pricing Supplement, which is
specific to that issuance of Securities.
See 'What other documents do I need to read?' and 'What information is included in the Pricing
Supplement?' below for more information.
The Base Conditions are generic provisions which may apply to any issuances of Securities.

3

The Relevant Annexes comprise 16 individual annexes:
1.
Bond Linked Annex
2.
Commodity Linked Annex
3.
Credit Linked Annex
4.
Equity Linked Annex
5.
Fund Linked Annex
6.
FX Linked Annex
7.
Inflation Linked Annex
8.
Barclays Index Annex
9.
Short Form Barclays Index Annex
10.
Hybrid Basket Linked Annex
11.
French Securities Annex
12.
Swiss Securities Annex
13.
Belgian Securities Annex
14.
Finnish Securities Annex
15.
Norwegian Securities Annex
16.
Swedish Securities Annex
Each Relevant Annex contains certain optional provisions that will only apply to certain issuances of
Securities. The Pricing Supplement will specify which Relevant Annex(es) will apply to your Securities.
This Offering Circular also includes other general information such as information about the material
risks relating to investing in Securities and information on selling and transfer restrictions.
Capitalised terms used in this Offering Circular have the meanings given to them elsewhere in this
Offering Circular or in the Pricing Supplement. An index of defined terms begins on page 856.
What other documents do I need to read?
This Offering Circular and any Supplemental Offering Circular contain all the information which is
necessary to enable you to make an informed decision regarding the financial position and prospects of
the Issuer and the rights attaching to the Securities. Some of this information is incorporated by reference
from other publicly available documents and some of this information is supplemented and/or completed
in an issue-specific document called the Pricing Supplement. You should read the documents
incorporated by reference, as well as the Pricing Supplement in respect of such Securities, together with
the Offering Circular and any Supplemental Offering Circular.
Documents will be made available at the registered office of the Issuer and by electronic version from
the applicable Issue and Paying Agent.
What information is included in the Pricing Supplement?
While the Offering Circular includes general information about all Securities, the Pricing Supplement is
the document that sets out the specific details of each particular issuance of Securities. For example, the
Pricing Supplement will contain:

the issue date;

4

the type of security;

the dates on which payments or deliveries may be made and the Securities may redeem or be
cancelled early;

if interest is payable and, where it is, the type of interest and the interest payment dates;

the type of final redemption amount or entitlement payable or deliverable (assuming that the
Securities do not redeem or are cancelled early) and the Scheduled Redemption Date or Expiry
Date;

any other information needed to complete the terms included in this Offering Circular for the
particular Securities (identified by the words 'as specified in the Pricing Supplement' or other
equivalent wording);

the Relevant Annex(es) which are applicable (if any); and

if the Securities are unlisted or listed on any official list and if they are admitted to trading on
any stock exchange (other than any stock exchange or market which constitutes a UK regulated
market for the purposes of UK MiFIR or a regulated market for the purposes of MiFID II).
Wherever the Base Conditions or a Relevant Annex provide optional provisions, the Pricing Supplement
will specify which of those provisions apply to a specific issuance of Securities.
What type of Reference Assets can the Securities be linked to?
The payments and/or deliveries under the terms of the Securities issued under this Offering Circular may
be linked to the performance of one or more indices (both public and proprietary), shares, debt
instruments, currencies, commodities, funds and/or FX rates.

18 June 2021

5

Important Information
____________________________________________________________________________
IMPORTANT INFORMATION
IMPORTANT UK RETAIL INVESTORS
Unless the Pricing Supplement in respect of any Securities specifies the "Prohibition of Sales to UK
Retail Investors" as "Not Applicable", the Securities are not intended to be offered, sold or otherwise
made available to, and should not be offered, sold or otherwise made available to, any retail investor in
the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as
amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the EUWA (as amended, the "UK Prospectus Regulation"). Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic
law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the Securities or otherwise making them available to any retail
investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
IMPORTANT EEA RETAIL INVESTORS
Unless the Pricing Supplement in respect of any Securities specifies the "Prohibition of Sales to EEA
Retail Investors" as "Not Applicable", the Securities are not intended to be offered, sold or otherwise
made available to, and should not be offered, sold or otherwise made available to, any retail investor in
the European Economic Area. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II;
or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU
Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the European Economic Area has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the
European Economic Area may be unlawful under the EU PRIIPs Regulation.
Swiss Retail Clients
The Securities are only intended to be publicly offered, directly or indirectly, in Switzerland within the
meaning of FinSA or admitted to trading in Switzerland in accordance with FinSA if the relevant Pricing
Supplement pertaining to the Securities is registered with SIX Exchange Regulation in its capacity as
Swiss Prospectus Office pursuant to FinSA as soon as in final form and in any case prior to any public
offering in Switzerland or admission to trading in Switzerland of such Securities in accordance with the
requirements of FinSA. Furthermore, the Securities may only be offered to Retail Clients in Switzerland
if a key investor document (Basisinformationsblatt) in the sense of Article 58 et seq. of FinSA relating
to the Securities (a "FinSA-KID") or a key information document pursuant to the PRIIPs Regulation has
been prepared and provided to the relevant Retail Client. Prior to 1 January 2022, the Issuer may also
prepare and provide a Swiss simplified prospectus in the sense of the CISA ("Swiss Simplified
Prospectus") instead of a FinSA-KID or a key information document pursuant to the PRIIPs Regulation.
No investment advice
None of this Offering Circular, any Supplemental Offering Circular, any Relevant Annex or any Pricing
Supplement is, nor does it purport to be, investment advice or a recommendation. Unless expressly
agreed otherwise with a particular investor, none of the Issuer or any Manager is acting as an investment
adviser or providing advice of any other nature, or assumes any fiduciary obligation, to any investor in
Securities.

6

Important Information

Responsibility
The Issuer accepts responsibility for the information contained in this Offering Circular. Having taken
all reasonable care to ensure that such is the case, the information contained in this Offering Circular is,
to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its
import.
The Pricing Supplement will (if applicable) specify the nature of the responsibility taken by the Issuer
for the information relating to any Reference Asset to which relevant Securities relate and which is
contained in such Pricing Supplement.
Third-party information
None of the Issuer, the Managers or any of their affiliates accepts responsibility for the accuracy or
completeness of the information set forth in this Offering Circular concerning any Reference Assets or
credit ratings or makes any representation that there has not occurred any event which would affect the
accuracy or completeness of such information, provided that the Issuer confirms that, where such
information has been sourced from a third party, such information has been accurately extracted from
such third-party sources and, as far as the Issuer is aware and is able to ascertain from the relevant
information, no facts have been omitted which would render the reproduced information inaccurate or
misleading.
Ratings
As of the date of this Offering Circular, the short-term unsecured obligations of the Issuer are rated A-1
by S&P Global Ratings UK Limited ("Standard & Poor's")1, P-1 by Moody's Investors Service Ltd.
("Moody's")2, and F1 by Fitch Ratings Limited ("Fitch")3 and the long-term unsecured unsubordinated
obligations of the Issuer are rated A by Standard & Poor's4, A1 by Moody's5, and A+ by Fitch6.
Independent evaluation
Nothing set out or referred to in this Offering Circular or supplied in connection with the Programme or
any Securities is intended to provide the basis of any credit or other evaluation (except in respect of any
purchase of Securities described herein) or should be considered as a recommendation by the Issuer or
any Manager that any recipient of this Offering Circular (or any document referred to herein) or any
information supplied in connection with the Programme or any Securities should purchase any Securities.
A prospective investor should not purchase the Securities unless they understand the extent of their
exposure to potential loss. Prospective investors are urged to read the factors described in the section
headed 'Risk Factors', together with the other information in this Offering Circular (including any

Notes on Issuer ratings: The information in these footnotes has been extracted from information made available by each rating agency (as at the
date of this Offering Circular) referred to below. The Issuer confirms that such information has been accurately reproduced and that, so far as the
Issuer is aware, and is able to ascertain from information published by such rating agencies, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
1 A short-term obligation rated 'A-1' is rated in the highest category by S&P Global Ratings. The obligor's capacity to meet its financial commitments
on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to
meet its financial commitments on these obligations is extremely strong.
2 'P-1' Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
3 An 'F1' rating indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added "+" to denote any
exceptionally strong credit feature.
4 An obligation rated 'A' is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations
in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. Ratings from 'AA' to
'CCC' may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
5 Obligations rated 'A' are judged to be upper-medium grade and are subject to low credit risk. Note: Moody's appends numerical modifiers 1, 2, and
3 to each generic rating classification from 'Aa' through 'Caa'. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
6 'A' ratings denote strong prospects for ongoing viability. Fundamental characteristics are strong and stable, such that it is unlikely that the bank
would have to rely on extraordinary support to avoid default. This capacity may, nevertheless, be more vulnerable to adverse business or economic
conditions than is the case for higher ratings.

7

Important Information

information incorporated by reference), as supplemented from time to time by any Supplemental
Offering Circular, and the Pricing Supplement, before investing in the Securities.
Prospective investors should note that the risks described in the section headed 'Risk Factors' are not the
only risks that the Issuer faces or that may arise because of the nature of the Securities. The Issuer has
described only those risks relating to its operations and to the Securities that it considers to be material.
There may be additional risks that the Issuer currently considers not to be material or of which it is not
currently aware.
Given the nature, complexity and risks inherent in the Securities (and investments relating to any
Reference Asset), the Securities may not be suitable for an investor's investment objectives in the light
of his or her financial circumstances. Prospective investors should conduct their own independent
investigations into the financial condition, affairs of and their own appraisal of the creditworthiness of
the Issuer, the suitability of the relevant Securities as an investment in light of their own circumstances
and financial condition and the relevant Reference Asset(s) and after due consideration of an investment
linked to any relevant Reference Asset(s). In deciding whether to purchase Securities, prospective
investors should form their own views of the merits of such an investment based upon such investigations
and not in reliance solely upon any information given in this Offering Circular, any applicable Relevant
Annex(es) and/or the Pricing Supplement. Prospective investors should consider seeking independent
advice to assist them in determining whether the Securities are a suitable investment for them or to assist
them in evaluating the information contained or incorporated by reference into this Offering Circular,
contained in a Supplemental Offering Circular, set out in the Pricing Supplement or received as a result
of their own investigations.
Tax
None of the Issuer or any Manager or Agent makes any representation or warranty as to the tax
consequences of an investment in Securities and/or the tax consequences of the acquisition, holding,
transfer or disposal of the Securities by any investor (including, without limitation, whether any stamp
duty, stamp duty reserve tax, excise, severance, sales, use, transfer, documentary or any other similar tax,
duty or charge may be imposed, levied, collected, withheld or assessed by any government, applicable
tax authority or jurisdiction on the acquisition, holding, transfer or disposal of Securities by any investor).
While the attention of prospective investors is drawn to the section entitled 'Taxation', the tax
consequences for each prospective investor in Securities can be different. Therefore, prospective
investors should consider consulting with their tax advisers as to their specific consequences.
Change of circumstances
The delivery of any of the Offering Circular, any Supplemental Offering Circular, any Relevant
Annex(es) and the Pricing Supplement for a Series (together the "Offering Documents") and any sale
of Securities pursuant thereto does not mean (and a prospective investor must not assume) that
information relating to the Issuer is correct at any time subsequent to the date of such document or that
any other information supplied in connection with the Programme is correct as of any time subsequent
to the date of such document.
Unauthorised representations and solicitations
In connection with the issue and sale of Securities, no person has been authorised to give any information
or to make any representation not contained in or consistent with the Offering Documents and, if given
or made, such information or representation must not be relied upon as having been authorised by the
Issuer or any Manager. The Issuer does not accept responsibility for any information not contained in the
Offering Documents. The Issuer or any Manager does not make any representation or warranty
whatsoever or accept any responsibility with respect to any Reference Asset or to the effect or possible
effect of the linking of any exercise rights, payments or deliveries due under the Securities to the
performance of any Reference Asset(s).
Distribution
The distribution or delivery of the Offering Documents and any offer or sale of the Securities in certain
jurisdictions may be restricted by law. This document does not constitute, and may not be used for the
purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is

8

Important Information

not authorised or to any person to whom it is unlawful to make such offering or solicitation, and no action
is being taken by the Issuer or the Managers to permit an offering of the Securities or the distribution of
this Offering Circular in any jurisdiction where action is required. Persons into whose possession the
Offering Documents come are required by the Issuer to inform themselves about and to observe any such
restrictions.
The Issuer or the relevant Manager may appoint certain financial intermediaries (each a "Distributor")
to advertise, market, promote, place, offer to sell or solicit offers to subscribe the Securities in certain
jurisdictions. It is the responsibility of such Distributors to acquire and maintain the requisite
qualifications, authorisations, approvals, permits and licenses to perform any advertising, marketing,
promotion, placement, offering or solicitation of offers in relation to the Securities as expressly
authorised by the Issuer or the relevant Manager. Further, it is the responsibility of such Distributors to
observe all applicable laws, regulations, rules, orders or guidelines in respect of the advertising,
marketing, promotion, placement, offering or solicitation of offers of the Securities in the relevant
jurisdictions. The Issuer and the relevant Manager expressly disclaim all liabilities for any violation of
selling restrictions or any unauthorised conduct or representation by the Distributors and investors shall
only look to such Distributors for compensation for any loss or detriment suffered as a result of such
Distributors' violation of selling restrictions or unauthorised conduct or representation.
The Securities and, in certain cases, the Reference Assets or Entitlement, as the case may be, have not
been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of the United States, and the
Securities may be in the form of Bearer Securities that are not Cleared Securities and therefore subject
to US tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or, in the
case of Bearer Securities, delivered within the United States or to U.S. persons (as defined in Regulation
S under the Securities Act) or, in the case of a Bearer Security that is not a cleared security, to, or for the
account or benefit of, U.S. persons (as defined in the US Internal Revenue Code of 1986, as amended
and the regulations thereunder).
Details of selling restrictions for various jurisdictions are set out in the section headed 'Purchase and
Sale'. The information contained therein may be amended from time to time by any applicable Relevant
Annex(es) and/or the Pricing Supplement.
Listing
Securities issued pursuant to the Programme may be unlisted or an application may be made for
Securities to be listed on any stock exchange other than any stock exchange or market which constitutes
a UK regulated market for the purposes of Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA (as amended, "UK MiFIR") or a regulated market for the purposes of MiFID
II. Securities to which this Offering Circular relates cannot be admitted to trading on any UK regulated
market for the purposes of UK MiFIR or any regulated market for the purposes of MiFID II.
As of the date of this Offering Circular, this Offering Circular has been approved by:
(a)
the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") as 'Listing
Particulars' for the purposes of the rules of the Global Exchange Market ("GEM") of Euronext
Dublin;
(b)
the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") in its capacity as
competent authority under Part IV of the Prospectus Law 2019; and
(c)
the Gibraltar Stock Exchange as 'Listing Particulars' for the purposes of the listing rules of the
Global Market of the Gibraltar Stock Exchange.
This means that the Securities issued pursuant to the Programme may for a period of 12 months from the
date of this Offering Circular be admitted to listing on:
(i)
the official list of and trading on the GEM of Euronext Dublin;
(ii)
the official list of and trading on the Euro MTF market (the "Euro MTF") of the Luxembourg
Stock Exchange; and/or

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Important Information

(iii) the Global Market of the Gibraltar Stock Exchange.
None of GEM, the Euro MTF or the Global Market of the Gibraltar Stock Exchange is a UK regulated
market for the purposes of UK MiFIR or a regulated market for the purposes of MiFID II.
The Pricing Supplement will indicate if a Series are unlisted or listed and, in the case of listed Securities,
the relevant official list, market and stock exchange.
Any application will be subject to the requirements of any such stock exchange and/or approval by any
relevant body and no assurance is given that such listing will be obtained or thereafter maintained.
References in this Offering Circular to Securities being 'listed' (and all related references) shall mean that
such Securities have been listed on the relevant official list and (if so specified in the Pricing Supplement)
admitted to trading on the GEM, the Euro MTF, the Global Market of the Gibraltar Stock Exchange or
such other stock exchange, each as identified in the Pricing Supplement.
US selling restrictions
The Securities are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S ("Regulation S") under the Securities Act and may not be offered, or sold within the United
States or to, or for the account or benefit of, U.S. persons, except in certain transactions exempt from the
registration requirements of the Securities Act and applicable state securities laws, provided that, in the
case of Registered Securities only, and where specified to be applicable in the Pricing Supplement for
the relevant Series of Securities such Securities may be offered and sold within the United States to
persons reasonably believed to be qualified institutional buyers ("QIBs") as defined in and in reliance on
Rule 144A ("Rule 144A") under the Securities Act. Prospective investors are hereby notified that sellers
of the Securities may be relying on the exemption from the provisions of section 5 of the Securities Act
provided by Rule 144A. Trading in the Securities has not been approved by the US Commodities Futures
Trading Commission under the US Commodity Exchange Act of 1936, as amended (the "Commodity
Exchange Act") and the rules and regulations promulgated thereunder. For a description of these and
certain further restrictions on offers, sales and transfers of Securities and distribution of the Offering
Documents, see sections entitled 'Purchase and Sale' and 'Clearance and Settlement' set out in this
Offering Circular and in any applicable Relevant Annex(es) or applicable Pricing Supplement.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED
STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING
OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THE OFFERING DOCUMENTS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED
STATES.
Definitions relating to Barclays entities
In this Offering Circular, "Group" and "Barclays" means Barclays PLC together with its subsidiaries
and the terms "Barclays Bank Group" means Barclays Bank PLC together with its subsidiaries.

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