Obbligazione Barclay PLC 0% ( XS2149624541 ) in USD

Emittente Barclay PLC
Prezzo di mercato 100 USD  ⇌ 
Paese  Regno Unito
Codice isin  XS2149624541 ( in USD )
Tasso d'interesse 0%
Scadenza 24/07/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Barclays PLC XS2149624541 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 4 053 000 USD
Descrizione dettagliata Barclays PLC è una banca multinazionale britannica che offre una vasta gamma di servizi finanziari a clienti privati, aziende e istituzioni in tutto il mondo.

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code XS2149624541, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 24/07/2023








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 (the "FSMA") or any other regulatory authority in its capacity as
competent authority in the EU or the London Stock Exchange plc or any other stock exchange
which constitutes a regulated market for the purposes of Directive 2014/65/EU and Regulation
(EU) No. 600/2014 (together, as amended, "MiFID II/MiFIR").
This means that this Offering Circular does not comprise (i) a Base Prospectus for the purposes
of Article 8 of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"), or (ii)
listing particulars for the purposes of Section 79 of the FSMA or any other rules or regulations
related to a listing on any regulated market for the purposes of MiFID II/MiFIR of any stock
exchange.
As a result of this Offering Circular not having been approved by any regulatory authority in its
capacity as a competent authority, you should be aware that:
this Offering Circular may not include the type, level and detail of disclosure required
by the 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 any Prospectus Regulation related liability regime,
including but not limited to provisions for compensation arising under Section 90 of the
FSMA.
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 any offer of Securities in a Member State of
the European Economic Area or the United Kingdom (each, a "Relevant State") will be made under an
exemption in the 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 time (by any Supplemental Offering Circular) relates,
as amended or supplemented by the Pricing Supplement in any Relevant State, you must only do so in
circumstances where no obligation to publish a prospectus under Article 3 of the Prospectus Regulation
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.

1






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 regulated market for the purposes of MiFID II/MiFIR.
As of the date of this Offering Circular this Offering Circular has been (a) approved by 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) approved by the
Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") in its capacity as competent
authority under Part IV of the Prospectus Law 2019 and (c) approved by the SIX Swiss Exchange (the
"SIX Swiss Exchange") in its capacity as competent authority under the listing rules of the SIX Swiss
Exchange. This means that the Securities issued pursuant to the Programme may (i) for a period of 12
months from the date of this Offering Circular be admitted to listing on the official list of and trading
on the GEM of Euronext Dublin, and/or (ii) for a period of 12 months from the date of this Offering
Circular be admitted to listing on the official list of and trading on the Euro MTF market (the "Euro
MTF") of the Luxembourg Stock Exchange and/or (iii) for a period of 12 months from the date of this
Offering Circular be admitted to listing on the official list of SIX Swiss Exchange and trading on the
SIX Swiss Exchange structured products platform (the "SIX platform") of the SIX Swiss Exchange.
None of GEM, the Euro MTF, or the SIX platform is an EU regulated market for the purposes of
MiFID II/MiFIR.
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.

2






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 224 to 312 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
313 to 692 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.
The Relevant Annexes comprise 15 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.
French Securities Annex
11.
Swiss Securities Annex
12.
Belgian Securities Annex
13.
Finnish Securities Annex
14.
Norwegian Securities Annex
15.
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 769.
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

3






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;

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 regulated
market for the purposes of MiFID II/MiFIR).
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.

19 June 2020


4





Important Information
____________________________________________________________________________
IMPORTANT INFORMATION
IMPORTANT ­ EEA AND UK RETAIL INVESTORS
If the Pricing Supplement in respect of the Securities includes a legend entitled "Prohibition of Sales to
EEA and UK Retail Investors", 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 or 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 (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, the "Insurance Distribution Directive"), 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 the Prospectus Regulation. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Securities or otherwise making them available to retail investors has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the EEA
or in the UK may be unlawful under 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.
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.
Ratings
The credit ratings included or referred to in this Offering Circular or any document incorporated by
reference will be treated, for the purposes of Regulation (EC) No. 1060/2009 on credit rating agencies
(the "CRA Regulation"), as having been issued by Fitch Ratings Limited ("Fitch"), Moody's Investors
Service Ltd. ("Moody's") and S&P Global Ratings Europe Limited ("Standard & Poor's"), each of
which is established in the European Union and has been registered under the CRA Regulation.
As of the date of this Offering Circular, the short-term unsecured obligations of the Issuer are rated A-1
by Standard & Poor's1, P-1 by Moody's2, and F1 by Fitch3 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.

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.

5





Important Information


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
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.

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.

6





Important Information


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
not authorised or to any person to whom it is unlawful to make such offering or solicitation, and no
action is being taken 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 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 regulated market for the purposes of MiFID II/MiFIR. Securities to which this Offering
Circular relates cannot be admitted to trading on an EU regulated market for the purposes of MiFID
II/MiFIR.
As of the date of this Offering Circular this Offering Circular has been (a) approved by Euronext
Dublin as 'Listing Particulars' for the purposes of the rules of the GEM of Euronext Dublin, (b)
approved by the Luxembourg Stock Exchange in its capacity as competent authority under Part IV of
the Prospectus Law 2019 and (c) approved by the SIX Swiss Exchange in its capacity as competent
authority under the listing rules of the SIX Swiss Exchange. This means that the Securities issued
pursuant to the Programme may (i) for a period of 12 months from the date of this Offering Circular be
admitted to listing on the official list of and trading on the GEM of Euronext Dublin, and/or (ii) for a
period of 12 months from the date of this Offering Circular be admitted to listing on the official list of
and trading on the Euro MTF of the Luxembourg Stock Exchange and/or (iii) for a period of 12 months

7





Important Information


from the date of this Offering Circular be admitted to listing on the official list of SIX Swiss Exchange
and trading on the SIX platform of the SIX Swiss Exchange. None of the GEM, the Euro MTF, or the
SIX platform is an EU regulated market for the purposes of MiFID II/MiFIR.
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 SIX platform 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.
Brexit
Although the United Kingdom ceased to be a Member State of the European Union on 31 January
2020, the withdrawal agreement between the United Kingdom and the European Union under Article
50(2) of the Treaty on European Union provides that until at least 31 December 2020, subject to certain
qualifications which are not relevant for the purposes of this Offering Circular (unless otherwise
expressly provided), (1) EU law shall produce in respect of and in the United Kingdom the same legal
effects as those which it produces within the European Union and its Member States, and shall be
interpreted and applied in accordance with the same methods and general principles as those applicable
within the European Union, and (2) any reference to Member States in EU law, including as
implemented and applied by Member States, shall be understood as including the United Kingdom.
This agreement has been given effect in the law of the United Kingdom by the European Union
(Withdrawal) Act 2018 as amended by the European Union (Withdrawal Agreement) Act 2020.
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.

8






TABLE OF CONTENTS
Page
OVERVIEW
12
This section provides an overview of certain key features of the Programme and key

information contained within this Offering Circular.
RISK FACTORS
18
This section sets out the principal risks inherent in investing in Securities issued pursuant to

the Programme, including key risks relating to investments linked to the Reference Asset(s).
FORWARD-LOOKING STATEMENTS
106
This section sets out information on 'forward-looking statements'

INFORMATION INCORPORATED BY REFERENCE
107
This section incorporates past terms and conditions and information regarding the Issuer

and its group from other publicly available documents.
PRO FORMA PRICING SUPPLEMENTS
110
This section sets out a template for the Pricing Supplements to be used for each specific

issuance of Securities.
TERMS AND CONDITIONS OF THE SECURITIES
224
This section sets out the contractual terms of the Securities as supplemented, completed or

amended by the Relevant Annex(es) and Pricing Supplement.
A. BASE CONDITIONS
226

1.
Master Agency Agreement
226

2.
Form, Title and Transfer
228


2.1
Form
228


2.2
Denomination and number
230


2.3
Title
231


2.4
Transfers
233

3.
Status
236

4.
Interest
237


4.1
Interest on Fixed Rate Securities
238


4.2
Interest on Floating Rate Securities
238


4.3
Contingent Interest Securities
245


4.4
Zero Coupon Securities
245


4.5
Accrual of Interest
246

5.
Redemption of Securities that are Notes or Certificates
246


5.1
Redemption and redemption by instalments
246


5.2
Early redemption at the option of Securityholders
247


5.3
Early redemption at the option of the Issuer or following the occurrence of
249
a Nominal Call Event


5.4
Early redemption and/or adjustment following the occurrence of an
250
Additional Disruption Event


5.5
Early Redemption following the occurrence of a Specified Early
251
Redemption Event


5.6
Maximum and Minimum Redemption Requirements
251

6.
Exercise or cancellation of Securities that are Warrants or Exercisable
252
Certificates


6.1
Exercise Period and Expiry
253


6.2
Cancellation at the option of Securityholders
253


6.3
Cancellation and/or Adjustment following the occurrence of an Additional
255

9






Disruption Event or Cancellation at the option of the Issuer or following
the occurrence of a Nominal Call Event or Cancellation following the
occurrence of a Specified Early Cancellation Event


6.4
Exercise and cancellation procedure
257


6.5
Automatic Exercise
259


6.6
Maximum and Minimum Exercise Requirements
260


6.7
Time
261

7.
Settlement
261


7.1
Settlement at the option of Securityholder
261


7.2
Physical Settlement by delivery of the Entitlement
262


7.3
Conditions to settlement
265


7.4
Postponement of payments and settlement
266

8.
Calculations and publication
266


8.1
Calculations
266


8.2
Determination and publication of Interest Rates, Interest Amounts,
266
Instalment Amounts and Amounts in respect of Settlement


8.3
Calculation Amount
267


8.4
Business Day Convention
268


8.5
Currency
268

9.
Payments and deliveries
268


9.1
Definitive Bearer Securities
268


9.2
Definitive Registered Securities
269


9.3
Global Securities
270


9.4
CREST Securities
271


9.5
Unmatured Coupons and receipts and unexchanged Talons
272


9.6
Taxes, Settlement Expenses and Exercise Price Conditions to Settlement
272


9.7
Payment and Securities
272


9.8
Payment and deliveries subject to laws
273

10. Events of Default
273

11. Agents
274


11.1 Appointment of Agents
274


11.2 Modification of Master Agency Agreement
274


11.3 Responsibility of the Issuer and the Agents
275


11.4 Determinations by the Determination Agent
275


11.5 Determinations by the Issuer
275

11.6 Waiver of performance for the Determination Agent and Issuer for
275
determinations or other actions not in compliance with the Benchmark
Regulation

12. Taxation
276

13. Prescription
277

14. Replacement of Securities
277

15. Unlawfulness and Impracticability
277

16. Notices
278


16.1 To Securityholders
278


16.2 To the Issuer and the Agents
278


16.3 Validity of Notices
278

17. Substitution
279

18. Administrator/Benchmark Event
279

19. Governing law and jurisdiction
280


19.1 Governing law
280


19.2 Jurisdiction
280

20. Severability
280

21. Modification and Meetings
280


21.1 Modifications to the Conditions
281


21.2 Meetings of Securityholders
281

22. Further Issues
282

23. Purchases and Cancellations
282

24. Contracts (Rights of Third Parties) Act 1999
283

25. Definitions
283

26. Contractual acknowledgement of bail-in in respect of Swiss Securities
311

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Document Outline