Obligation Barclay's 0% ( US06747F2341 ) en USD

Barclay's

100 % ▲

Royaume-Uni

US06747F2341 ( en USD )

03/03/2023 - Obligation échue

Prospectus brochure de l'obligation Barclays US06747F2341 en USD 0%, échue

1 000 USD

6 253 000 USD

06747F234

N/A

Barclays est une banque internationale offrant une large gamme de services financiers aux particuliers, entreprises et institutions, incluant la banque de détail, l'investissement, la gestion d'actifs et les cartes de crédit.

L'obligation Barclays PLC (ISIN : US06747F2341, CUSIP : 06747F234), émise au Royaume-Uni en USD, d'un montant total de 6 253 000 USD avec une taille minimale d'achat de 1 000 USD, à un taux d'intérêt de 0%, et échéance le 03/03/2023, a été remboursée à son prix nominal de 100% à maturité, avec une fréquence de paiement semestrielle.

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
424B2 1 dp122885_424b2-2961ms.htm FORM 424B2
February 2020
Registration Statement No. 333-232144
Pricing Supplement dated February 28, 2020
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities
Unlike conventional debt securities, the securities do not guarantee the payment of interest or any return of principal at
maturity. Instead, the securities offer the opportunity for investors to receive a contingent quarterly payment equal to
2.1875% of the stated principal amount with respect to each quarterly determination date on which the closing price of the
underlier is greater than or equal to 75% of the initial underlier value, which we refer to as the downside threshold level. If
the closing price of the underlier is greater than or equal to the initial underlier value on any determination date (other than
the final determination date), the securities wil be automatical y redeemed for an amount per security equal to the stated
principal amount plus the contingent quarterly payment otherwise due. However, if on any determination date the closing
price of the underlier is less than the initial underlier value, the securities wil not be redeemed and if that closing price is
less than the downside threshold level, investors wil not receive any contingent quarterly payment for the related quarterly
period. If the securities are not redeemed prior to maturity and the final underlier value is greater than or equal to the
downside threshold level, the payment at maturity due on the securities wil be equal to the stated principal amount plus
the contingent quarterly payment otherwise due. However, if the securities are not redeemed prior to maturity and the final
underlier value is less than the downside threshold level, at maturity investors wil lose 1% of the stated principal amount
for every 1% that the final underlier value is less than the initial underlier value. Under these circumstances, the amount
investors receive wil be less than 75% of the stated principal amount and could be zero. The securities are for investors
who are wil ing and able to risk their principal and forgo guaranteed interest payments, in exchange for the opportunity to
receive contingent quarterly payments at a potential y above-market rate, subject to automatic early redemption. Investors
wil not participate in any appreciation of the underlier even though investors wil be exposed to the depreciation in the
value of the underlier if the securities have not been redeemed prior to maturity and the final underlier value is less than
the downside threshold level. Investors may lose their entire initial investment in the securities. The securities are
unsecured and unsubordinated debt obligations of Barclays Bank PLC. Any payment on the securities, including
any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any
third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of
any U.K. Bail-in Power (as described on page 5 of this document) by the relevant U.K. resolution authority, you
might not receive any amounts owed to you under the securities. See "Risk Factors" and "Consent to U.K. Bail-in
Power" in this document and "Risk Factors" in the accompanying prospectus supplement.
FINAL TERMS

Issuer:
Barclays Bank PLC
Reference asset*:
Lowe's Companies, Inc. common stock (Bloomberg ticker symbol "LOW UN<Equity>") (the
"underlier")
Aggregate principal
$6,252,850
amount:
Stated principal
$10 per security
amount:
Initial issue price:
$10 per security (see "Commissions and initial issue price" below)
Pricing date:
February 28, 2020
Original issue date:
March 4, 2020
Maturity date*:
March 3, 2023
Automatic early
If, on any determination date other than the final determination date, the closing price of the
redemption:
underlier is greater than or equal to the initial underlier value, the securities wil be automatical y
redeemed for an early redemption payment on the contingent payment date immediately fol owing
that determination date. The securities will not be redeemed early if the closing price of the
underlier is less than the initial underlier value on the related determination date. No
further payments will be made on the securities after they have been redeemed.
Early redemption
The early redemption payment wil be an amount per security equal to (i) the stated principal
payment:
amount plus (i ) the contingent quarterly payment otherwise due.
Contingent
· If, on any determination date, the closing price of the underlier is greater than or equal to the
quarterly payment:
downside threshold level, we wil pay a contingent quarterly payment of $0.21875 (2.1875% of
the stated principal amount) per security on the related contingent payment date.
· If, on any determination date, the closing price of the underlier is less than the downside
threshold level, no contingent quarterly payment wil be made with respect to that
determination date.
Payment at
If the securities are not redeemed prior to maturity, you wil receive on the maturity date a cash
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
1/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
maturity:
payment per security determined as fol ows:
· If the final underlier value is greater than or equal to the downside threshold level:
(i) stated principal amount plus (i ) the contingent quarterly payment otherwise due
· If the final underlier value is less than the downside threshold level:
stated principal amount × underlier performance factor
Under these circumstances, the payment at maturity will be less than the stated principal
amount of $10 and will represent a loss of more than 25%, and possibly all, of an investor's
initial investment. Investors may lose their entire initial investment in the securities. Any
payment on the securities, including any repayment of principal, is not guaranteed by any
third party and is subject to (a) the creditworthiness of Barclays Bank PLC and (b) the risk
of exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
U.K. Bail-in Power
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank
acknowledgment:
PLC and any holder or beneficial owner of the securities, by acquiring the securities, each holder
and beneficial owner of the securities acknowledges, accepts, agrees to be bound by and
consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See
"Consent to U.K. Bail-in Power" on page 5 of this document.
Downside threshold
$79.928, which is equal to 75% of the initial underlier value (rounded to three decimal places)
level*:
Initial underlier
$106.57, which is the closing price of the underlier on the pricing date
value*:
Final underlier
The closing price of the underlier on the final determination date
value*:

(terms continued on the next page)
Commissions and initial
Initial issue
Price to public(1)
Agent's
Proceeds to issuer
issue price:
price(1)
commissions
Per security
$10
$10
$0.20(2)
$9.75
$0.05(3)
Total
$6,252,850.00
$6,252,850.00
$156,321.25
$6,096,528.75

(1) Our estimated value of the securities on the pricing date, based on our internal pricing models, is $9.42 per
security. The estimated value is less than the initial issue price of the securities. See "Additional Information
Regarding Our Estimated Value of the Securities" on page 4 of this document.
(2) Morgan Stanley Wealth Management and its financial advisors will collectively receive from the agent,
Barclays Capital Inc., a fixed sales commission of $0.20 for each security they sell. See "Supplemental Plan of
Distribution" in this document.
(3) Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05
for each security.
One or more of our affiliates may purchase up to 15% of the aggregate principal amount of the securities and hold such
securities for investment for a period of at least 30 days. Accordingly, the total principal amount of the securities may
include a portion that was not purchased by investors on the original issue date. Any unsold portion held by our affiliate(s)
may affect the supply of securities available for secondary trading and, therefore, could adversely affect the price of the
securities in the secondary market. Circumstances may occur in which our interests or those of our affiliates could be in
conflict with your interests.
Investing in the securities involves risks not associated with an investment in conventional debt securities. See
"Risk Factors" beginning on page 12 of this document and on page S-7 of the prospectus supplement. You
should read this document together with the related prospectus and prospectus supplement, each of which can
be accessed via the hyperlinks below, before you make an investment decision.
The securities will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities
and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
securities or determined that this document is truthful or complete. Any representation to the contrary is a
criminal offense.
We may use this document in the initial sale of the securities. In addition, Barclays Capital Inc. or another of our
affiliates may use this document in market resale transactions in any of the securities after their initial sale.
Unless we or our agent informs you otherwise in the confirmation of sale, this document is being used in a market
resale transaction.
The securities constitute our unsecured and unsubordinated obligations. The securities are not deposit liabilities
of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by
the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of
the United States, the United Kingdom or any other jurisdiction.
Prospectus dated August 1, 2019
Prospectus Supplement dated August 1, 2019

https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
2/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities

Terms continued from previous page:
Underlier
final underlier value / initial underlier value
performance factor:
Determination
May 28, 2020, August 28, 2020, November 30, 2020, March 1, 2021, May 28, 2021, August 30,
dates:
2021, November 29, 2021, February 28, 2022, May 31, 2022, August 29, 2022, November 28,
2022 and February 28, 2023. We also refer to February 28, 2023 as the final determination date.
Contingent payment
June 2, 2020, September 2, 2020, December 3, 2020, March 4, 2021, June 3, 2021, September
dates:
2, 2021, December 2, 2021, March 3, 2022, June 3, 2022, September 1, 2022, December 1, 2022
and the maturity date
Closing price*:
Closing price has the meaning set forth under "Reference Assets--Equity Securities--Special
Calculation Provisions" in the prospectus supplement.
Additional terms:
Terms used in this document, but not defined herein, wil have the meanings ascribed to them in
the prospectus supplement.
CUSIP / ISIN:
06747F234 / US06747F2341
Listing:
The securities wil not be listed on any securities exchange.
Selected dealer:
Morgan Stanley Wealth Management ("MSWM")
* In the case of certain corporate events related to the underlier, the calculation agent may adjust any variable, including
but not limited to, the underlier, initial underlier value, final underlier value, downside threshold level and closing price of
the underlier if the calculation agent determines that the event has a diluting or concentrative effect on the theoretical
value of the shares of the underlier. The calculation agent may accelerate the maturity date upon the occurrence of
certain reorganization events and additional adjustment events. For more information, see "Reference Assets--Equity
Securities--Share Adjustments Relating to Securities with an Equity Security as a Reference Asset" in the
accompanying prospectus supplement.
Each determination date may be postponed if that determination date is not a scheduled trading day or if a market
disruption event occurs on that determination date as described under "Reference Assets--Equity Securities--Market
Disruption Events for Securities with an Equity Security as a Reference Asset" in the accompanying prospectus
supplement. In addition, a contingent payment date and/or the maturity date wil be postponed if that day is not a
business day or if the relevant determination date is postponed as described under "Terms of the Notes--Payment
Dates" in the accompanying prospectus supplement.

Barclays Capital Inc.

February 2020
Page 2
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
3/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities

Additional Terms of the Securities

You should read this document together with the prospectus dated August 1, 2019, as supplemented by the prospectus
supplement dated August 1, 2019 relating to our Global Medium-Term Notes, Series A, of which the securities are a part.
This document, together with the documents listed below, contains the terms of the securities and supersedes al prior or
contemporaneous oral statements as wel as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of
ours. You should careful y consider, among other things, the matters set forth under "Risk Factors" in the prospectus
supplement, as the securities involve risks not associated with conventional debt securities. We urge you to consult your
investment, legal, tax, accounting and other advisors before you invest in the securities.

You may access these documents on the SEC website at www.sec.gov as fol ows (or if such address has changed, by
reviewing our filings for the relevant date on the SEC website):

Prospectus dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm

Prospectus supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm

Our SEC file number is 1-10257 and our Central Index Key, or CIK, on the SEC website is 0000312070. As used in this
document, "we," "us" and "our" refer to Barclays Bank PLC.

In connection with this offering, Morgan Stanley Wealth Management is acting in its capacity as a selected dealer.

February 2020
Page 3
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
4/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities

Additional Information Regarding Our Estimated Value of the Securities

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions,
which may or may not materialize, typical y including volatility, interest rates and our internal funding rates. Our internal
funding rates (which are our internal y published borrowing rates based on variables, such as market benchmarks, our
appetite for borrowing and our existing obligations coming to maturity) may vary from the levels at which our benchmark
debt securities trade in the secondary market. Our estimated value on the pricing date is based on our internal funding
rates. Our estimated value of the securities might be lower if such valuation were based on the levels at which our
benchmark debt securities trade in the secondary market.

Our estimated value of the securities on the pricing date is less than the initial issue price of the securities. The difference
between the initial issue price of the securities and our estimated value of the securities results from several factors,
including any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any sel ing concessions,
discounts, commissions or fees to be al owed or paid to non-affiliated intermediaries, the estimated profit that we or any of
our affiliates expect to earn in connection with structuring the securities, the estimated cost that we may incur in hedging
our obligations under the securities, and estimated development and other costs that we may incur in connection with the
securities.

Our estimated value on the pricing date is not a prediction of the price at which the securities may trade in the secondary
market, nor wil it be the price at which Barclays Capital Inc. may buy or sel the securities in the secondary market.
Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to
purchase the securities in the secondary market but it is not obligated to do so.

Assuming that al relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may
initial y buy or sel the securities in the secondary market, if any, and the value that we may initial y use for customer
account statements, if we provide any customer account statements at al , may exceed our estimated value on the pricing
date for a temporary period expected to be approximately 40 days after the initial issue date of the securities because, in
our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations
under the securities and other costs in connection with the securities that we wil no longer expect to incur over the term of
the securities. We made such discretionary election and determined this temporary reimbursement period on the basis of a
number of factors, which may include the tenor of the securities and/or any agreement we may have with the distributors of
the securities. The amount of our estimated costs that we effectively reimburse to investors in this way may not be
al ocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise
the duration of the reimbursement period after the initial issue date of the securities based on changes in market conditions
and other factors that cannot be predicted.

We urge you to read "Risk Factors" beginning on page 12 of this document.

February 2020
Page 4
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
5/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities

Consent to U.K. Bail-in Power

Notwithstanding any other agreements, arrangements or understandings between us and any holder or beneficial
owner of the securities, by acquiring the securities, each holder and beneficial owner of the securities
acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the
relevant U.K. resolution authority.

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in
circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These
conditions include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and
Markets Act 2000 (the "FSMA") threshold conditions for authorization to carry on certain regulated activities (within the
meaning of section 55B FSMA) or, in the case of a U.K. banking group company that is a European Economic Area
("EEA") or third country institution or investment firm, that the relevant EEA or third country relevant authority is satisfied
that the resolution conditions are met in respect of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which al ows
for (i) the reduction or cancel ation of al , or a portion, of the principal amount of, interest on, or any other amounts payable
on, the securities; (i ) the conversion of al , or a portion, of the principal amount of, interest on, or any other amounts
payable on, the securities into shares or other securities or other obligations of Barclays Bank PLC or another person (and
the issue to, or conferral on, the holder or beneficial owner of the securities such shares, securities or obligations); and/or
(i i) the amendment or alteration of the maturity of the securities, or amendment of the amount of interest or any other
amounts due on the securities, or the dates on which interest or any other amounts become payable, including by
suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the
terms of the securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in
Power. Each holder and beneficial owner of the securities further acknowledges and agrees that the rights of the holders or
beneficial owners of the securities are subject to, and wil be varied, if necessary, solely to give effect to, the exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consent and
acknowledgment is not a waiver of any rights holders or beneficial owners of the securities may have at law if and to the
extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in
England.

For more information, please see "Risk Factors--You may lose some or all of your investment if any U.K. bail-in
power is exercised by the relevant U.K. resolution authority" in this document as well as "U.K. Bail-in Power,"
"Risk Factors--Risks Relating to the Securities Generally--Regulatory action in the event a bank or investment
firm in the Group is failing or likely to fail could materially adversely affect the value of the securities" and "Risk
Factors--Risks Relating to the Securities Generally--Under the terms of the securities, you have agreed to be
bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority" in the accompanying
prospectus supplement.

February 2020
Page 5
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
6/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities

Investment Summary

Contingent Income Auto-Callable Securities

Principal at Risk Securities

The Contingent Income Auto-Cal able Securities due March 3, 2023 Based on the Performance of the Common Stock of
Lowe's Companies, Inc., which we refer to as the securities, provide an opportunity for investors to receive a contingent
quarterly payment, which is an amount equal to $0.21875 (2.1875% of the stated principal amount), with respect to each
quarterly determination date on which the closing price of the underlier is greater than or equal to 75% of the initial
underlier value, which we refer to as the downside threshold level. However, if the closing price of the underlier is less than
the downside threshold level on a determination date, investors wil not receive any contingent quarterly payment for that
determination date. The closing price of the underlier could be below the downside threshold level on most or al of the
determination dates so that you receive few or no contingent quarterly payments over the term of the securities.

If the closing price of the underlier is greater than or equal to the initial underlier value on any determination date other
than the final determination date, the securities wil be automatical y redeemed for an early redemption payment equal to
the stated principal amount plus the contingent quarterly payment otherwise due. If the securities are automatical y
redeemed prior to maturity, investors wil receive no further contingent quarterly payments. If the securities have not
previously been redeemed and the final underlier value is greater than or equal to the downside threshold level, the
payment at maturity wil also be the stated principal amount plus the contingent quarterly payment otherwise due.
However, if the securities have not previously been redeemed and the final underlier value is less than the downside
threshold level, investors wil lose 1% of the stated principal amount for every 1% that the final underlier value is less than
the initial underlier value. Under these circumstances, the amount investors receive wil be less than 75% of the stated
principal amount and could be zero. Investors in the securities must be wil ing and able to accept the risk of losing their
entire initial investment and also the risk of not receiving any contingent quarterly payment throughout the entire term of
the securities. In addition, investors wil not participate in any appreciation of the underlier.

Key Investment Rationale

The securities are for investors who are wil ing and able to risk their principal and forgo guaranteed interest payments, in
exchange for the opportunity to receive contingent quarterly payments at a potential y above-market rate, subject to
automatic early redemption. The securities offer investors an opportunity to receive a contingent quarterly payment of
$0.21875 (2.1875% of the stated principal amount) with respect to each determination date on which the closing price of
the underlier is greater than or equal to the downside threshold level. In addition, the fol owing scenarios reflect the
potential payment on the securities, if any, upon an automatic early redemption or at maturity:

Scenario 1
On any determination date other than the final determination date, the closing price of the
underlier is greater than or equal to the initial underlier value.

§ The securities wil be automatical y redeemed for (i) the stated principal amount plus (i ) the
contingent quarterly payment otherwise due.

§ Investors wil not participate in any appreciation of the underlier from the initial underlier value
and wil receive no further contingent quarterly payments.

Scenario 2
The securities are not automatically redeemed prior to maturity and the final underlier value is
greater than or equal to the downside threshold level.

§ The payment due at maturity wil be (i) the stated principal amount plus (i ) the contingent
quarterly payment otherwise due.

§ Investors wil not participate in any appreciation of the underlier from the initial underlier value.
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
7/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Scenario 3
The securities are not automatically redeemed prior to maturity and the final underlier value is
less than the downside threshold level.

§ The payment due at maturity wil be equal to the stated principal amount times the underlier
performance factor. In this case, at maturity, the securities pay less than 75% of the stated
principal amount and the percentage loss of the stated principal amount wil be equal to the
percentage decrease in the final underlier value from the initial underlier value. For example, if
the final underlier value is 55% less than the initial underlier value, the securities wil pay $4.50
per security, or 45% of the stated principal amount, for a loss of 55% of the stated principal
amount. Investors will lose a significant portion and may lose all of their principal in this
scenario.

February 2020
Page 6
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
8/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm

Contingent Income Auto-Cal able Securities due March 3, 2023
Based on the Performance of the Common Stock of Lowe's Companies, Inc.
Principal at Risk Securities

Selected Purchase Considerations

The securities are not suitable for al investors. The securities may be a suitable investment for you if al of the fol owing
statements are true:

§ You do not seek an investment that produces fixed periodic interest or coupon payments or other non-contingent
sources of current income.

§ You do not anticipate that the final underlier value wil be less than the downside threshold level on the final
determination date, and you are wil ing and able to accept the risk that, if it is, you wil lose a significant portion or
al of the stated principal amount.

§ You do not anticipate that the closing price of the underlier wil be less than the downside threshold level on any
determination date, and you are wil ing and able to accept the risk that, if it is, you may receive few or no
contingent quarterly payments over the term of the securities.

§ You are wil ing and able to forgo participation in any appreciation of the underlier, and you understand that any
return on your investment wil be limited to the contingent quarterly payments that may be payable on the
securities.

§ You are wil ing and able to accept the risks associated with an investment linked to the performance of the
underlier, as explained in more detail in the "Risk Factors" section of this document.

§ You understand and accept that you wil not be entitled to receive dividends or distributions that may be paid to
holders of the underlier, nor wil you have any voting rights with respect to the issuer of the underlier.

§ You are wil ing and able to accept the risk that the securities may be automatical y redeemed prior to scheduled
maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk
and yield.

§ You do not seek an investment for which there wil be an active secondary market and you are wil ing and able to
hold the securities to maturity if the securities are not automatical y redeemed.

§ You are wil ing and able to assume our credit risk for al payments on the securities.

§ You are wil ing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution
authority.

The securities may not be a suitable investment for you if any of the fol owing statements are true:

§ You seek an investment that produces fixed periodic interest or coupon payments or other non-contingent sources
of current income.

§ You seek an investment that provides for the ful repayment of principal at maturity.

§ You anticipate that the final underlier value wil be less than the downside threshold level on the final determination
date, or you are unwil ing or unable to accept the risk that, if it is, you wil lose a significant portion or al of the
stated principal amount.

§ You anticipate that the closing price of the underlier wil be less than the downside threshold level on one or more
determination dates, or you are unwil ing or unable to accept the risk that, if it is, you may receive few or no
contingent quarterly payments over the term of the securities.

https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
9/32

3/4/2020
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
§ You seek exposure to any upside performance of the underlier or you seek an investment with a return that is not
limited to the contingent quarterly payments that may be payable on the securities.

§ You are unwil ing or unable to accept the risks associated with an investment linked to the performance of the
underlier, as explained in more detail in the "Risk Factors" section of this document.

§ You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the underlier.

§ You are unwil ing or unable to accept the risk that the securities may be automatical y redeemed prior to scheduled
maturity.

§ You seek an investment for which there wil be an active secondary market and/or you are unwil ing or unable to
hold the securities to maturity if they are not automatical y redeemed.

§ You are unwil ing or unable to assume our credit risk for al payments on the securities.

§ You are unwil ing or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution
authority.

You must rely on your own evaluation of the merits of an investment in the securities. You should reach a decision
whether to invest in the securities after careful y considering, with your advisors, the suitability of the securities in light of
your investment objectives and the specific information set forth in this document, the prospectus and the prospectus
supplement. Neither the issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the securities
for investment.

February 2020
Page 7
https://www.sec.gov/Archives/edgar/data/312070/000095010320004411/dp122885_424b2-2961ms.htm
10/32