Obligation Barclay PLC 0% ( XS1683971433 ) en EUR

Barclay PLC

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XS1683971433 ( en EUR )

16/03/2022 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC XS1683971433 en EUR 0%, échue

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en EUR, avec le code ISIN XS1683971433, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/03/2022

Execution Version
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales)
________________________________________________________________
EUR 30,000,000 Enhanced Payer Spread Note due March 2033 (the "Security")
Series NX000209877
________________________________________________________________
Issued pursuant to the Global Structured Securities Programme
What is this document?
This document (the "Prospectus"), which has been published on the website of the Luxembourg Stock
Exchange (www.bourse.lu), constitutes a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC as amended including by Directive 2010/73/EU (the "Prospectus Directive") relating to
the Security. This Prospectus, including the information incorporated by reference into it, is intended to
provide investors with information necessary to enable them to make an informed investment decision
before purchasing the Security.
Who is the Issuer?
The Security will be issued by Barclays Bank PLC (the "Issuer"). The payment of any amounts due
under the Security is subject to the Issuer's financial position and its ability to meet its obligations. This
Prospectus, including the Registration Document (see 'Information Incorporated by Reference' below)
and other information incorporated by reference into this Prospectus, contains information describing
the Issuer's business activities as well as certain financial information and material risks faced by the
Issuer.
What is the Security?
The Security is in the form of a Note and is issued by the Issuer under its Global Structured Securities
Programme (the "Programme"). The terms and conditions of the Security will comprise:

the Terms and Conditions of the Securities (the "General Conditions") as incorporated in
relevant part by reference from the GSSP Base Prospectus 9 (see 'Information Incorporated by
Reference' below); and

the specific terms of the Security (the "Specific Terms"), which amend, supplement and
complete the General Conditions, as set out in 'Specific Terms' below.
What underlying assets is the Security linked to?
The return on the Security depends on the performance of:
1. the ICE Swap Rate Euro fixings (displayed on Reuters page "ICESWAP2"); and
2. notional underlying assets (the "Underlying Assets") comprising (as more particularly
described in 'Specific Terms' below):
a) notional payer Swaptions which provide a buyer thereof with synthetic exposure to
European style options, each such option allowing the option holder to enter into
hypothetical rate swap transactions whereby the option holder pays (and receives)
amounts determined by reference to a fixed (and floating) interest rate; and

b) notional Swap Transactions which are hypothetical rate swap transactions allowing
parties thereto to exchange amounts determined using a fixed and a floating interest
rate.
What information is incorporated by reference?
The Prospectus incorporates by reference certain information from the GSSP Base Prospectus 9, the
Registration Document and other documents. See the section entitled 'Information Incorporated by
Reference' below. You should read this document together with such information incorporated by
reference. Documents will be made available at the registered office of the Issuer and at
http://group.barclays.com/prospectuses-and-documentation/structured-securities/prospectuses and will
also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
What are the principal risks?
Your investment in the Security depends on the ability of the Issuer to meet its payment
obligations under the Security.
Before purchasing the Security, you should consider in particular the information described in 'Risk
Factors' below, together with the other information in the Prospectus.
16 March 2018
2

Important Information
IMPORTANT INFORMATION
IF THE ISSUER BECOMES INSOLVENT OR BANKRUPT OR OTHERWISE FAILS TO
MAKE ITS PAYMENT OBLIGATIONS ON THE SECURITY, YOU WILL LOSE SOME OR
ALL OF YOUR ORIGINAL INVESTMENT.
INVESTING IN THE SECURITY INVOLVES CERTAIN RISKS, AND YOU SHOULD
FULLY UNDERSTAND THESE BEFORE YOU INVEST. SEE 'RISK FACTORS' BELOW.
Regulatory approval for the purposes of the EU Prospectus Directive
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier in its
capacity as competent authority in the Grand Duchy of Luxembourg (the "CSSF") as a prospectus
issued in compliance with the Prospectus Directive and relevant implementing measures in the Grand
Duchy of Luxembourg for the purpose of giving information with regard to the issue of the Security.
Pursuant to article 7(7) of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005, by
approving this Prospectus the CSSF gives no undertaking as to the economic or financial
opportuneness of the transaction or the quality and solvency of the Issuer.
Listing and Admission to Trading
Application has also been made to the Luxembourg Stock Exchange for the Security issued to be listed
on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated
market of the Luxembourg Stock Exchange (a regulated market for the purposes of Directive
2014/65/EC on Markets in Financial Instruments). This Prospectus will be published on the website of
the Luxembourg Stock Exchange (www.bourse.lu).
Administrator status under Benchmark Regulation
Amounts payable under the Security are calculated by reference to Ice Swap Rate Euro fixings
(displayed on Reuters page "ICESWAP2"), which is provided by ICE Benchmark Administration
Limited and EURIBOR (displayed on Reuters page "EURIBOR01"), which is provided by the
European Money Markets Institute (together with ICE Benchmark Administration Limited, each an
"Administrator"). As at the date of this Prospectus, both Administrators do not appear on the register
of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to article 36 of the Benchmarks Regulation (Regulation (EU)
2016/1011) (the "BMR").
No compensation arrangements
Any failure by the Issuer to make payments or deliveries due under the Security would not of itself give
rise to any claim for compensation on the grounds of such a failure. You would not have a claim for
compensation against the UK's Financial Services Compensation Scheme. For more information
regarding Issuer risk, please see the section of the Registration Document headed 'Risk Factors' (which
is incorporated by reference into this Prospectus).
No investment advice
The Prospectus is not and does not purport to be investment advice. Unless expressly agreed otherwise
with a particular investor, neither the Issuer nor the Manager is acting as an investment adviser,
providing advice of any other nature, or assuming any fiduciary obligation to any investor in the
Security.
Independent evaluation
Nothing set out or referred to in, or incorporated by reference into, this Prospectus is intended to
provide the basis of any credit or other evaluation (except in respect of any purchase of the Security
described herein) or should be considered as a recommendation by the Issuer or the Manager that any
recipient of this Prospectus (or any document referred to herein) should purchase the Security.
3

Important Information
An investor should not purchase the Security unless they understand the extent of their exposure to
potential loss. Investors are urged to read the factors described in the section of this Prospectus headed
'Risk Factors' before investing in the Security.
Investors should note that the risks described in the section of this Prospectus headed 'Risk Factors' are
not the only risks that the Issuer faces or that may arise because of the nature of the Security. The
Issuer has described only those risks relating to its operations and to the Security 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 Security (and investments relating to the
Underlying Assets), the Security may not be suitable for an investor's investment objectives in the light
of his or her financial circumstances. Investors should consider seeking independent advice to assist
them in determining whether the Security is a suitable investment for them or to assist them in
evaluating the information contained in or incorporated by reference into this Prospectus.
You have sole responsibility for the management of your tax and legal affairs including making any
applicable filings and payments and complying with any applicable laws and regulations. Neither the
Issuer nor any of its Affiliates will provide you with tax or legal advice and you should obtain your
own independent tax and legal advice tailored to your individual circumstances. The tax treatment of
structured products, such as the Security, can be complex; the tax treatment applied to an individual
depends on their circumstances. The level and basis of taxation may alter during the term of any
product.
Amounts due to be paid to you are described on a gross basis, i.e. without calculating any tax liability.
The Issuer shall make no deduction for any tax, duty, or other charge unless required by law and further
will not make any additional payments for any deductions. See the section of the GSSP Base
Prospectus 9 headed 'Taxation' (which is incorporated by reference into this Prospectus).
Potential for discretionary determinations by the Determination Agent and the Issuer under the
Security
Under the terms and conditions of the Security, following the occurrence of certain events relating to
the Issuer, the Issuer's hedging arrangements, the Underlying Assets, taxation, the relevant currency or
other matters, the Issuer or the Determination Agent may determine to take one of the actions available
to it in order to deal with the impact of such event on the Security or the Issuer or both. These actions
may include (i) adjustment to the terms and conditions of the Security, (ii) substitution of the
Underlying Assets or (iii) early redemption of the Security. Any such discretionary determination by
the Issuer or Determination Agent could have a material adverse impact on the value of and return on
the Security. See, in particular, the section of this Prospectus headed 'Risk Factors' below.
Distribution
The distribution or delivery of this Prospectus and any offer or sale of the Security 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. Other than
as expressly described in this Prospectus, no action is being taken to permit an offering of the Security
or the delivery of this Prospectus in any jurisdiction. Persons into whose possession this Prospectus
comes are required by the Issuer to inform themselves about and to observe any such restrictions.
Details of selling restrictions for various jurisdictions are set out in the section of the GSSP Base
Prospectus 9 headed 'Purchase and Sale' (which is incorporated by reference into this Prospectus).
United States selling restrictions
The Security has 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. Trading in the Security has not been approved by the US Commodities Futures
Trading Commission under the US Commodity Exchange Act of 1936 (the "Commodity Exchange
Act"). The Security may not be offered and sold within the United States, or to or for the benefit of
U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) ("U.S. persons"),
4

Important Information
except in certain transactions exempt from the registration requirements of the Securities Act and
applicable state securities laws. The Security is being offered and sold outside the United States to non-
U.S. persons in reliance on Regulation S.
Securities in bearer form may be subject to US tax law requirements (as described below). Subject to
certain exceptions, the Security may not be offered, sold or delivered within the United States or its
possessions or to, or for the account or benefit of, United States persons (as defined in in the US
Internal Revenue Code of 1986, as amended, (the "Code") and the regulations thereunder).
For a description of these and certain further restrictions on offers, sales and transfers of the Security
and delivery of this Prospectus, see the section of the GSSP Base Prospectus 9 headed 'Purchase and
Sale' (which is incorporated by reference into this Prospectus).
THE SECURITY HAS NOT BEEN AND WILL NOT BE 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 THE SECURITY OR THE ACCURACY OR THE ADEQUACY
OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENCE IN THE UNITED STATES.
Prohibition of Sale to EEA retail investors
The Security is 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 ("EEA
Retail Investor"). For these purposes, an EEA 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 ("MiFID II"); (ii) a
customer within the meaning of the Insurance Mediation Directive (Directive 2002/92/EC (as
amended)) ("IMD"), 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 Directive.
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Security or otherwise making them available to EEA Retail
Investors has been prepared and therefore offering or selling the Security or otherwise making them
available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.
US foreign account tax compliance withholding
THE FOREIGN ACCOUNT TAX COMPLIANCE ACT ("FATCA") IS PARTICULARLY
COMPLEX AND ITS CURRENT AND FUTURE APPLICATION TO THE ISSUER, THE
SECURITY AND INVESTORS IS UNCERTAIN AT THIS TIME. YOU SHOULD CONSULT
YOUR OWN TAX ADVISERS TO OBTAIN A MORE DETAILED EXPLANATION OF
FATCA AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT YOU IN YOUR
PARTICULAR CIRCUMSTANCE, INCLUDING HOW THE FATCA RULES MAY APPLY
TO PAYMENTS RECEIVED UNDER THE SECURITY BOTH CURRENTLY AND IN THE
FUTURE.
Representations
In connection with the issue and sale of the Security, no person has been authorised to give any
information or to make any representation not contained in or consistent with the Prospectus and, if
given or made, such information or representation must not be relied upon as having been authorised
by the Issuer. The Issuer does not accept responsibility for any information not contained in this
Prospectus. 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 Security or the distribution of this Prospectus in any jurisdiction where action
is required.
Calculations and determinations
Unless otherwise specified, all calculations and determinations in respect of the Security shall be made
by Barclays Bank PLC (acting in such capacity, the "Determination Agent").
5

Table of Contents
TABLE OF CONTENTS
RISK FACTORS
7
INFORMATION INCORPORATED BY REFERENCE
8
SPECIFIC TERMS
12
SCHEDULE
17
APPENDIX
29
IMPORTANT LEGAL INFORMATION
31
GENERAL INFORMATION
32
6

Risk Factors
RISK FACTORS
You should only invest in the Security after assessing these principal risks, including the risks
applicable to the Underlying Assets. The risks described in this section can be cumulative and apply
simultaneously which may unpredictably affect the Security. Specifically, no assurance can be given as
to the effect that any combination of risk factors may have on the value of and return on the Security.
The effect of any one factor may be offset or magnified by the effect of another factor. There may be
additional risks and uncertainties that are not presently known to the Issuer or that the Issuer currently
believes to be immaterial but that could have a material impact on the business, operations, financial
condition or prospects of the Issuer or the value of and return on the Security.
You should consider carefully the following discussion of risks to help you decide whether or not the
Security is suitable for you.
Investors should consider the following relevant risk factors:
1.
the 'Risk Factors' set out on pages 3 to 17 of the Registration Document and which are
incorporated by reference herein (see 'Information Incorporated by Reference' below);
2.
the 'Risk Factors' set out on pages 55 to 95 of the GSSP Base Prospectus 9 (save Risk Factor 19.4)
and which are incorporated by reference herein (see 'Information Incorporated by Reference'
below); and
7

Information Incorporated by Reference
INFORMATION INCORPORATED BY REFERENCE
The information set out under paragraph 2 (Information incorporated by reference) below contained in
the documents set out under paragraph 1 (Source documents) below has been filed with the CSSF and
shall be incorporated into, and form part of, this Prospectus:
1.
Source documents
(a) the GSSP Base Prospectus 9 dated 11 August 2017 (the "GSSP Base Prospectus 9");
(b) the registration document dated 16 March 2018 (the "Registration Document") approved
by the United Kingdom Financial Conduct Authority in its capacity as competent authority
in the United Kingdom;
(c) the joint Annual Report of Barclays PLC and the Issuer, as filed with the United States
Securities and Exchange Commission (the "SEC") on Form 20-F on 22 February 2018 in
respect of the years ended 31 December 2016 and 31 December 2017 (the "2017 Joint
Annual Report");
(d) the Annual Report of the Issuer containing the audited consolidated financial statements of
the Issuer in respect of the year ended 31 December 2017 (the "2017 Issuer Annual
Report"); and
(e) the Annual Report of the Issuer containing the audited consolidated financial statements of
the Issuer in respect of the year ended 31 December 2016 (the "2016 Issuer Annual
Report").
The documents themselves incorporated by reference in the Registration Document do not form
part of this Prospectus.
2.
Information incorporated by reference
The information specified in the table below is incorporated into this Prospectus by reference.
Any information contained in any of the documents specified in paragraph 1 (Source documents)
above which is not listed in the cross-reference lists below is not incorporated by reference in the
Prospectus and is either not relevant for investors for the purposes of Article 5(1) of the
Prospectus Directive or is covered elsewhere in the Prospectus. Any documents incorporated by
reference into the above documents shall not thereby be deemed to have been incorporated by
reference into this Prospectus.
From the GSSP Base Prospectus 9
Risk Factors
Pages 55 to 95
General Description of the Programme
Pages 96 to 97
Terms and Conditions of the Security
A.
Introduction
Pages 105 to 106
B.
Form, Title, Transfer, Calculations, Payments and Settlement
Pages 106 to 124
C.
Interest, Optional Early Redemption, Automatic Redemption
Pages 124 to 207
(Autocall) and Final Redemption
F.
General Provisions
Pages 222 to 291
Clearance and Settlement
Page 345
Taxation
Pages 347 to 394
Purchase and Sale
Pages 395 to 404
From the Registration Document
8

Information Incorporated by Reference
Risk Factors
Pages 3 to 17
The Issuer and the Group
Pages 22 to 24
Pro-Forma Financial Information
Pages 25 to 32
From the 2017 Joint Annual Report
Notes: Certain non-IFRS measures
Page i
Market and other data; Uses of Internet addresses; References to Pillar 3
Page ii
report
Governance
Page 1 to 74
Directors' Report
Pages 2 to 46
People
Pages 47 to 50
Remuneration Report
Pages 51 to 74
Risk Review
Pages 75 to 162
Risk Management
Pages 77 to 78
Material existing and emerging risks
Pages 79 to 84
Principal Risk management
Pages 85 to 95
Risk performance
Pages 96 to 162
Financial review
Pages 163 to 183
Presentation of Information
Page 184
Financial statements (Barclays PLC)
Pages 185 to 271
Report of Independent Registered Public Accounting Firm
Pages 186 to 187
Consolidated financial statements
Pages 188 to 194
Notes to the financial statements
Pages 195 to 271
Additional shareholder information
Pages 272 to 281
Additional Information
Pages 282 to 300
Barclays' approach to managing risks
Pages 301 to 361
Additional financial disclosure (unaudited)
Pages 362 to 385
Independent Registered Public Accounting Firm's Report (Barclays Bank
Pages 386 to 387
PLC)
Barclays Bank PLC
Pages 388 to 390
Barclays Bank PLC Data
Pages 391 to 408
Additional financial data
Pages 409 to 410
Glossary of terms
Pages 411 to 432
From the 2017 Issuer Annual Report
Strategic Report
Pages 2 to 39
Governance
Directors' report
Pages 41 to 43
Directors and Officers
Page 44
People
Pages 45 to 48
9

Information Incorporated by Reference
Risk review
Material existing and emerging risks
Pages 55 to 61
Risk management
Pages 62 to 75
Risk performance
Credit risk
Pages 76 to 96
Market risk
Pages 97 to 99
Treasury and Capital risk Liquidity
Pages 101 to 114
Treasury and Capital risk Capital
Pages 115 to 116
Treasury and Capital risk Interest rate risk
Pages 117 to 119
Operational risk
Pages 120 to 121
Model risk
Page 122
Conduct risk
Page 123
Reputation risk
Page 124
Legal risk
Page 125
Supervision and regulation
Pages 126 to 134
Financial review
Performance measures
Page 136
Consolidated summary income statement
Page 137
Income statement commentary
Page 138
Consolidated summary balance sheet
Page 139
Balance sheet commentary
Page 140
Analysis of results by business
Pages 141 to 148
Non-IFRS performance measures
Page 149
Presentation of Information
Pages 150 to 152
Financial statements
Independent Auditor's report
Pages 154 to 162
Consolidated financial statements
Consolidated income statement
Page 163
Consolidated statement of comprehensive income
Page 164
Consolidated balance sheet
Page 165
Consolidated statement of changes in equity
Pages 166 to 167
Consolidated cash flow statement
Pages 168 to 169
Notes to the financial statements
Pages 170 to 268
From the 2016 Issuer Annual Report
Strategic Report
Pages 1 to 36
Overview of governance
Pages 37 to 42
Governance
Pages 43 to 47
Directors' report
Pages 48 to 50
10