|
Pricing Supplement dated November 19, 2024
(To the Prospectus dated May 23, 2022 and the Prospectus Supplement
dated June 27, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-265158 |
 |
$2,608,000
Autocallable
Contingent Coupon Barrier Notes due May 24, 2027
Linked
to the Common Stock of Amazon.com, Inc., the Common Stock of NVIDIA Corporation and the Common Stock of Exxon Mobil Corporation
Global
Medium-Term Notes, Series A
|
| |
|
|
Unlike ordinary debt securities, the Notes do not guarantee the payment
of interest or the return of the full principal amount at maturity. Instead, as described below and subject to automatic redemption, the
Notes offer a Contingent Coupon for each Observation Date on which the Closing Value of each Underlier is greater than or equal to its
Coupon Barrier Value. Investors should be willing to forgo dividend payments and, if the Final Underlier Value of any Underlier is less
than its Barrier Value and the Final Underlier Value of each Underlier is less than its Initial Underlier Value, be willing to lose a
significant portion or all of their investment at maturity. Investors will be exposed to the market risk of each Underlier and any
decline in the value of one Underlier may negatively affect their return and will not be offset or mitigated by a lesser decline or, for
purposes of determining whether a Contingent Coupon is payable, by any potential increase in the values of the other Underliers.
Terms used in this pricing supplement,
but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
| Issuer: |
Barclays Bank PLC |
| Denominations: |
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof |
| Initial Valuation Date: |
November 19, 2024 |
| Issue Date: |
November 22, 2024 |
| Final Valuation Date:† |
May 19, 2027 |
| Maturity Date:† |
May 24, 2027 |
| Reference Assets:* |
The common stock of Amazon.com, Inc. (the “AMZN Underlier”), the common stock of NVIDIA Corporation (the “NVDA Underlier”) and the common stock of Exxon Mobil Corporation (the “XOM Underlier”) (each, an “Underlier” and together, the “Underliers”), as set forth in the following table: |
| |
Underliers |
Bloomberg Ticker |
Initial Underlier Value(1)* |
Coupon Barrier Value(2)* |
Barrier Value(3)* |
| |
AMZN Underlier |
AMZN UW<Equity> |
$204.61 |
$128.90 |
$122.77 |
| |
NVDA Underlier |
NVDA UW<Equity> |
$147.01 |
$92.62 |
$88.21 |
| |
XOM Underlier |
XOM UN<Equity> |
$118.63 |
$74.74 |
$71.18 |
| |
(1) With respect to each Underlier, the Closing Value of that Underlier on the Initial Valuation Date |
| |
(2) With respect to each Underlier, 63.00% of its Initial Underlier Value (rounded to two decimal places) |
| |
(3) With respect to each Underlier, 60.00% of its Initial Underlier Value (rounded to two decimal places) |
| Automatic Redemption: |
The Notes will not be automatically redeemable for approximately the first nine months after the Issue Date. Beginning with the ninth Observation Date, if, on any Observation Date (other than the Final Valuation Date), the Closing Value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically redeemed and you will receive on the immediately following Contingent Coupon Payment Date a cash payment per $1,000 principal amount Note equal to $1,000 plus the Contingent Coupon otherwise due. No further amounts will be payable on the Notes after they have been automatically redeemed. |
| Contingent Coupon: |
$10.00 per $1,000 principal amount Note (based on a rate of 12.00%
per annum or 1.00% per month, rounded to four decimal places, if applicable)
If the Notes have not been automatically redeemed and the Closing Value
of each Underlier on an Observation Date is greater than or equal to its Coupon Barrier Value, you
will receive a Contingent Coupon on the related Contingent Coupon Payment Date. If the Closing Value of any Underlier
on an Observation Date is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent
Coupon Payment Date.
|
| Payment at Maturity: |
If the Notes have not been automatically redeemed, you will receive
on the Maturity Date a cash payment per $1,000 principal amount Note determined as follows:
§
If the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Barrier Value, you
will receive a payment of $1,000 per $1,000 principal amount Note plus any Contingent Coupon otherwise due.
§
If (a) the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value and (b) the Final Underlier
Value of the Best Performing Underlier is greater than or equal to its Initial Underlier Value, you will receive a payment
of $1,000 per $1,000 principal amount Note.
§
If (a) the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value and (b) the Final Underlier
Value of the Best Performing Underlier is less than its Initial Underlier Value, you will receive an amount per $1,000 principal
amount Note calculated as follows:
$1,000 + ($1,000 × Underlier Return
of the Least Performing Underlier)
If the Notes are not automatically redeemed and the Final Underlier
Value of any Underlier is less than its Barrier Value and the Final Underlier Value of each Underlier is less than its Initial Underlier
Value, your Notes will be fully exposed to the decline of the Least Performing Underlier from its Initial Underlier Value and you will
lose a significant portion or all of your investment at maturity. Any payment on the Notes, 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 (as described on page PS- 4 of this pricing supplement) by the relevant U.K. resolution authority. See “Selected Risk
Considerations” and “Consent to U.K. Bail-in Power” in this pricing supplement and “Risk Factors” in the
accompanying prospectus supplement.
|
| Consent to U.K. Bail-in Power: |
Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes (or the trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder and beneficial owner of the Notes 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 PS-4 of this pricing supplement. |
(Terms of the Notes continue on the next page)
| |
Initial
Issue Price(1)(2) |
Price
to Public |
Agent’s
Commission(3) |
Proceeds
to Barclays Bank PLC |
| Per Note |
$1,000 |
100% |
0.75% |
99.25% |
| Total |
$2,608,000 |
$2,608,000 |
$19,560 |
$2,588,440 |
| (1) | Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions,
fees or commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $992.50
and $1,000 per $1,000 principal amount Note. Investors that hold their Notes in fee-based advisory or trust accounts may be charged fees
by the investment advisor or manager of such account based on the amount of assets held in those accounts, including the Notes. |
| (2) | Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $964.30 per $1,000 principal
amount Note. The estimated value is less than the initial issue price of the Notes. See “Additional Information Regarding Our Estimated
Value of the Notes” on page PS-5 of this pricing supplement. |
| (3) | Barclays Capital Inc. will receive commissions from the Issuer of $7.50 per $1,000 principal amount Note. Barclays Capital Inc. will
use these commissions to pay selling concessions or fees (including custodial or clearing fees) to other dealers. |
Investing in the Notes involves a number of risks.
See “Risk Factors” beginning on page S-9 of the prospectus supplement and “Selected Risk Considerations”
beginning on page PS-12 of this pricing supplement.
We may use this pricing supplement in the initial sale of the Notes.
In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement in market resale transactions in any
Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being
used in a market resale transaction.
The Notes 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 these Notes or determined that this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
The Notes constitute our unsecured and unsubordinated obligations.
The Notes 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.
(Terms of the Notes continued from previous page)
| Final Underlier Value:* |
With respect to each Underlier, the Closing Value of that Underlier on the Final Valuation Date |
| Least Performing Underlier: |
The Underlier with the lowest Underlier Return |
| Best Performing Underlier: |
The Underlier with the highest Underlier Return |
| Underlier Return: |
With respect to each Underlier, an amount calculated as follows:
Final Underlier Value – Initial Underlier
Value
Initial Underlier Value |
| Observation Dates:† |
December 19, 2024, January 21, 2025, February 19, 2025, March 19, 2025, April 21, 2025, May 19, 2025, June 20, 2025, July 21, 2025, August 19, 2025, September 19, 2025, October 20, 2025, November 19, 2025, December 19, 2025, January 20, 2026, February 19, 2026, March 19, 2026, April 20, 2026, May 19, 2026, June 22, 2026, July 20, 2026, August 19, 2026, September 21, 2026, October 19, 2026, November 19, 2026, December 21, 2026, January 19, 2027, February 19, 2027, March 19, 2027, April 19, 2027 and the Final Valuation Date |
| Contingent Coupon Payment Dates:† |
December 27, 2024, January 28, 2025, February 26, 2025, March 26, 2025, April 28, 2025, May 27, 2025, June 27, 2025, July 28, 2025, August 26, 2025, September 26, 2025, October 27, 2025, November 26, 2025, December 29, 2025, January 27, 2026, February 26, 2026, March 26, 2026, April 27, 2026, May 27, 2026, June 29, 2026, July 27, 2026, August 26, 2026, September 28, 2026, October 26, 2026, November 27, 2026, December 29, 2026, January 26, 2027, February 26, 2027, March 26, 2027, April 26, 2027 and the Maturity Date |
| Closing Value:* |
Closing Value has the meaning assigned to “closing price” set forth under “Reference Assets—Equity Securities—Special Calculation Provisions” in the prospectus supplement. |
| Calculation Agent: |
Barclays Bank PLC |
| CUSIP / ISIN: |
06745YMW9 / US06745YMW92 |
| * | In the case of certain corporate events related to an Underlier, the Calculation Agent may adjust any variable, including but not
limited to, that Underlier and the Initial Underlier Value, Final Underlier Value, Coupon Barrier Value, Barrier Value and Closing Value
of that Underlier if the Calculation Agent determines that the event has a diluting or concentrative effect on the theoretical value of
the shares of that 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 Observation Date may be postponed if that Observation Date is not a scheduled trading day with respect to any Underlier or if
a market disruption event occurs with respect to any Underlier on that Observation Date as described under “Reference Assets—Equity
Securities—Market Disruption Events for Securities with an Equity Security as a Reference Asset” and “Reference Assets—Least
or Best Performing Reference Asset—Scheduled Trading Days and Market Disruption Events for Securities Linked to the Reference Asset
with the Lowest or Highest Return in a Group of Two or More Equity Securities, Exchange-Traded Funds and/or Indices of Equity Securities”
in the accompanying prospectus supplement. In addition, a Contingent Coupon Payment Date and/or the Maturity Date will be postponed if
that day is not a business day or if the relevant Observation Date is postponed as described under “Terms of the Notes—Payment
Dates” in the accompanying prospectus supplement. |
ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES
You should read this pricing supplement together with the prospectus
dated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term Notes, Series
A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes
and supersedes all prior or contemporaneous oral statements as well 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 carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement
and “Selected Risk Considerations” in this pricing supplement, as the Notes 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 Notes.
You may access these documents on the SEC website at www.sec.gov as
follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
·
Prospectus dated May 23, 2022:
http://www.sec.gov/Archives/edgar/data/312070/000119312522157585/d337542df3asr.htm
·
Prospectus Supplement dated June 27, 2022:
http://www.sec.gov/Archives/edgar/data/0000312070/000095010322011301/dp169388_424b2-prosupp.htm
Our SEC file number is 1–10257.
As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
consent to u.k.
bail-in power
Notwithstanding
and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between us and any holder
or beneficial owner of the Notes (or the trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder and beneficial
owner of the Notes 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 allows for (i) the reduction
or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion
of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes 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
Notes such shares, securities or obligations); (iii) the cancellation of the Notes and/or (iv) the amendment or alteration of the maturity
of the Notes, or amendment of the amount of interest or any other amounts due on the Notes, 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 Notes 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 Notes further acknowledges and agrees that the rights of the holders or beneficial owners
of the Notes are subject to, and will 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 Notes 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 “Selected Risk Considerations—Risks Relating to the Issuer—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 pricing supplement 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, including the exercise by the relevant U.K. resolution
authority of a variety of statutory resolution powers, could materially adversely affect the value of any 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.
ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES
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, typically including volatility, interest rates
and our internal funding rates. Our internal funding rates (which are our internally 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 Initial Valuation Date is based on our internal funding
rates. Our estimated value of the Notes 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 Notes on the Initial Valuation Date is less
than the initial issue price of the Notes. The difference between the initial issue price of the Notes and our estimated value of the
Notes results from several factors, including any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours,
any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that
we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost that we may incur in hedging our
obligations under the Notes, and estimated development and other costs that we may incur in connection with the Notes.
Our estimated value on the Initial Valuation Date is not a prediction
of the price at which the Notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or
sell the Notes 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 Notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the Initial
Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market, if any, and the
value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our
estimated value on the Initial Valuation Date for a temporary period expected to be approximately six months after the Issue Date because,
in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under
the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. 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 Notes and/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs that we effectively
reimburse to investors in this way may not be allocated 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 Notes based on changes in market conditions
and other factors that cannot be predicted.
We urge you to read the “Selected Risk Considerations”
beginning on page PS-12 of this pricing supplement.
Selected Purchase Considerations
The Notes are not appropriate for
all investors. The Notes may be an appropriate investment for you if all of the following 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, and you can tolerate receiving few or no Contingent Coupons
over the term of the Notes in the event the Closing Value of at least one Underlier falls below its Coupon Barrier Value on one or more
of the specified Observation Dates. |
| · | You understand and accept that you will not participate in
any appreciation of any Underlier, which may be significant, and that your potential return on the Notes is limited to the Contingent
Coupons, if any, paid on the Notes. |
| · | You can tolerate a loss of a significant portion or all of
your principal amount, and you are willing and able to make an investment that may have the full downside market risk of an investment
in the Least Performing Underlier. |
| · | You do not anticipate that the Closing Value of any
Underlier will fall below its Coupon Barrier Value on any Observation Date. |
| · | You do not anticipate that the Closing Value of any
Underlier will fall below its Barrier Value on the Final Valuation Date or you anticipate that the Closing Value of at least one
Underlier will remain at or above its Initial Underlier Value on the Final Valuation Date. |
| · | You are willing and able to accept the individual market
risk of each Underlier and understand that any decline in the value of one Underlier will not be offset or mitigated by a lesser decline
or, for purposes of determining whether a Contingent Coupon is payable, by any potential increase in the value of any other Underlier. |
| · | You understand and accept the risks that (a) you will not
receive a Contingent Coupon if the Closing Value of any Underlier is less than its Coupon Barrier Value on an Observation Date
and (b) you will lose a significant portion or all of your principal at maturity if the Final Underlier Value of any Underlier is less
than its Barrier Value and the Final Underlier Value of each Underlier is less than its Initial Underlier Value. |
| · | You understand and accept the risk that, if the Notes are
not automatically redeemed, the Final Underlier Value of any Underlier is less than its Barrier Value and the Final Underlier Value of
each Underlier is less than its Initial Underlier Value, the payment at maturity, if any, will be based solely on the Underlier
Return of the Least Performing Underlier. |
| · | You understand and are willing and able to accept the risks
associated with an investment linked to the performance of the Underliers. |
| · | You understand and accept that you will not be entitled to
receive dividends or distributions that may be paid to holders of the Underliers, nor will you have any voting rights with respect to
the Underliers. |
| · | You are willing and able to accept the risk that the Notes
may be automatically redeemed and that you may not be able to reinvest your money in an alternative investment with comparable risk and
yield. |
| · | You can tolerate fluctuations in the price of the Notes that
may be similar to or exceed the downside fluctuations in the value of the Underliers. |
| · | You do not seek an investment for which there will be an
active secondary market, and you are willing and able to hold the Notes to maturity if the Notes are not automatically redeemed. |
| · | You are willing and able to assume our credit risk for all
payments on the Notes. |
| · | You are willing and able to consent to the exercise of any
U.K. Bail-in Power by any relevant U.K. resolution authority. |
The Notes may not be an appropriate
investment for you if any of the following statements are true:
| · | You seek an investment that produces fixed periodic interest
or coupon payments or other non-contingent sources of current income, and/or you cannot tolerate receiving few or no Contingent Coupons
over the term of the Notes in the event the Closing Value of at least one Underlier falls below its Coupon Barrier Value on one or more
of the specified Observation Dates. |
| · | You seek an investment that participates in the full appreciation
of any or all of the Underliers rather than an investment with a return that is limited to the Contingent Coupons, if any, paid on the
Notes. |
| · | You seek an investment that provides for the full repayment
of principal at maturity, and/or you are unwilling or unable to accept the risk that you may lose a significant portion or all of the
principal amount of your Notes in the event that the Final Underlier Value of the Least Performing Underlier falls below its Barrier
Value and the Final Underlier Value of the Best Performing Underlier falls below its Initial Underlier Value. |
| · | You anticipate that the Closing Value of at least one
Underlier will decline during the term of the Notes such that the Closing Value of at least one Underlier will fall below
its Coupon Barrier Value on one or more Observation Dates. |
| · | You anticipate that the Closing Value of at least one
Underlier will fall below its Barrier Value on the Final Valuation Date and that the Closing Value of each Underlier will
fall below its Initial Underlier Value on the Final Valuation Date. |
| · | You are unwilling or unable to accept the individual market
risk of each Underlier and/or do not understand that any decline in the value of one Underlier will not be offset or mitigated by a lesser
decline or, for purposes of determining whether a Contingent Coupon is payable, by any potential increase in the value of any other Underlier. |
| · | You do not understand and/or are unwilling or unable to accept
the risks associated with an investment linked to the performance of the Underliers. |
| · | You are unwilling or unable to accept the risk that the negative
performance of any Underlier may cause you to not receive Contingent Coupons, regardless of the performance of any other Underlier. |
| · | You seek an investment that entitles you to dividends or
distributions on, or voting rights related to, the Underliers. |
| · | You are unwilling or unable to accept the risk that the Notes
may be automatically redeemed. |
| · | You cannot tolerate fluctuations in the price of the Notes
that may be similar to or exceed the downside fluctuations in the value of the Underliers. |
| · | You seek an investment for which there will be an active
secondary market, and/or you are unwilling or unable to hold the Notes to maturity if the Notes are not automatically redeemed. |
| · | You prefer the lower risk, and therefore accept the potentially
lower returns, of fixed income investments with comparable maturities and credit ratings. |
| · | You are unwilling or unable to assume our credit risk for
all payments on the Notes. |
| · | You are unwilling 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 Notes. You should reach a decision whether to invest in the Notes after carefully considering,
with your advisors, the appropriateness of the Notes in light of your investment objectives and the specific information set out in this
pricing supplement, the prospectus and the prospectus supplement. Neither the Issuer nor Barclays Capital Inc. makes any recommendation
as to the appropriateness of the Notes for investment.
HYPOTHETICAL EXAMPLES
OF AMOUNTS PAYABLE ON A SINGLE CONTINGENT coupon PAYMENT DATE
The following examples demonstrate the circumstances under which you
may receive a Contingent Coupon on a hypothetical Contingent Coupon Payment Date. The examples set forth below are purely hypothetical
and are provided for illustrative purposes only. The numbers appearing in the following tables and examples have been rounded for ease
of analysis. The hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the following
key assumptions:
| § | Hypothetical Initial Underlier Value of each Underlier: $100.00* |
| § | Hypothetical Coupon Barrier Value for each Underlier: $63.00 (63.00% of the hypothetical Initial Underlier Value set forth
above)* |
| * | The hypothetical Initial Underlier Value of $100.00 and the hypothetical Coupon Barrier Value of $63.00
for each Underlier have been chosen for illustrative purposes only and do not represent the actual Initial Underlier Values or Coupon
Barrier Values for the Underliers. The actual Initial Underlier Value and Coupon Barrier Value for each Underlier are set forth on the
cover of this pricing supplement. |
For information regarding recent values of the Underliers, please see
“Information Regarding the Underliers” in this pricing supplement.
Example 1: The Closing Value of each Underlier is greater than its
Coupon Barrier Value on the relevant Observation Date.
| Underlier |
Closing Value on Relevant Observation Date |
| AMZN Underlier |
$85.00 |
| NVDA Underlier |
$105.00 |
| XOM Underlier |
$150.00 |
Because the Closing Value of each Underlier is greater than its Coupon
Barrier Value, you will receive a Contingent Coupon of $10.00 (1.00% of the principal amount per Note) on the related Contingent Coupon
Payment Date.
Example 2: The Closing Value of one Underlier is less than its Coupon
Barrier Value on the relevant Observation Date, and the Closing Value of each other Underlier is greater than its Coupon Barrier Value
on the relevant Observation Date.
| Underlier |
Closing Value on Relevant Observation Date |
| AMZN Underlier |
$140.00 |
| NVDA Underlier |
$40.00 |
| XOM Underlier |
$85.00 |
Because the Closing Value of at least one Underlier is less than its
Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date.
Example 3: The Closing Value of each Underlier is less than its
Coupon Barrier Value on the relevant Observation Date.
| Underlier |
Closing Value on Relevant Observation Date |
| AMZN Underlier |
$45.00 |
| NVDA Underlier |
$55.00 |
| XOM Underlier |
$40.00 |
Because the Closing Value of at least one Underlier is less than its
Coupon Barrier Value, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date.
Examples 2 and 3 demonstrate that you may not receive a Contingent
Coupon on a Contingent Coupon Payment Date. If the Closing Value of at least one Underlier is below its Coupon Barrier Value on
each Observation Date, you will not receive any Contingent Coupons during the term of the Notes.
HYPOTHETICAL EXAMPLES OF
AMOUNTS PAYABLE upon an automatic REDEMPTION
The following examples demonstrate the hypothetical total return upon
an automatic redemption under various circumstances. The examples set forth below are purely hypothetical and are provided for illustrative
purposes only. The numbers appearing in the following tables and examples have been rounded for ease of analysis. The hypothetical examples
below do not take into account any tax consequences from investing in the Notes and make the following key assumption:
| § | Hypothetical Initial Underlier Value of each Underlier: $100.00* |
| * | The hypothetical Initial Underlier Value of $100.00 for each Underlier has been chosen for illustrative purposes only
and does not represent the actual Initial Underlier Values for the Underliers. The actual Initial Underlier Value for each Underlier is
set forth on the cover of this pricing supplement. |
For information regarding recent values of the Underliers, please see
“Information Regarding the Underliers” in this pricing supplement.
Example 1: The Notes are automatically redeemed on the ninth Observation
Date.
| Observation Date |
Underlier |
Closing Value on Observation Date |
Are the Notes Automatically Redeemed? |
Payment upon Automatic Redemption |
| 1 |
AMZN Underlier |
$140.00 |
N/A |
N/A |
| NVDA Underlier |
$135.00 |
| XOM Underlier |
$120.00 |
| 2-8 |
AMZN Underlier |
Various |
N/A |
N/A |
| NVDA Underlier |
| XOM Underlier |
| 9 |
AMZN Underlier |
$120.00 |
Yes |
$1,010.00 |
| NVDA Underlier |
$150.00 |
| XOM Underlier |
$115.00 |
Because the Closing Value of each Underlier on the ninth Observation
Date (which is nine months after the Issue Date and is the first Observation Date on which the Notes may be automatically redeemed) is
greater than its Initial Underlier Value, the Notes are automatically redeemed on the immediately following Contingent Coupon Payment
Date. You will receive on the relevant Contingent Coupon Payment Date a cash payment of $1,010.00 per $1,000 principal amount Note, which
is equal to your principal amount plus the Contingent Coupon otherwise due. No further amounts will be payable on the Notes after
they have been automatically redeemed.
Example 2: The Notes are automatically redeemed on the twenty-ninth
Observation Date.
| Observation Date |
Underlier |
Closing Value on Observation Date |
Are the Notes Automatically Redeemed? |
Payment upon Automatic Redemption |
| 1 |
AMZN Underlier |
$80.00 |
N/A |
N/A |
| NVDA Underlier |
$115.00 |
| XOM Underlier |
$95.00 |
| 2-8 |
AMZN Underlier |
Various |
N/A |
N/A |
| NVDA Underlier |
| XOM Underlier |
| 9-28 |
AMZN Underlier |
Various (at least one Underlier below Initial Underlier Value) |
No |
N/A |
| NVDA Underlier |
| XOM Underlier |
| 29 |
AMZN Underlier |
$105.00 |
Yes |
$1,010.00 |
| NVDA Underlier |
$120.00 |
| XOM Underlier |
$115.00 |
Because the Closing Value of each Underlier on the twenty-ninth Observation
Date is greater than its Initial Underlier Value, the Notes are automatically redeemed on the immediately following Contingent Coupon
Payment Date. You will receive on the relevant Contingent Coupon Payment Date a cash payment of $1,010.00 per $1,000 principal amount
Note, which is equal to your principal amount plus the Contingent Coupon otherwise due. No further amounts will be payable on the
Notes after they have been automatically redeemed.
If the Closing Value of at least one Underlier is below its Initial
Underlier Value on each Observation Date, the Notes will not be automatically redeemed and you may lose a significant portion or all of
your investment at maturity. See “Hypothetical Examples of Amounts Payable at Maturity” below.
Hypothetical EXAMPLES OF
AMOUNTS PAYABLE at Maturity
The following table illustrates the
hypothetical payment at maturity under various circumstances. The examples set forth below are purely hypothetical and are provided for
illustrative purposes only. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical
examples below do not take into account any tax consequences from investing in the Notes and make the following key assumptions:
| § | Hypothetical Initial Underlier Value of each Underlier: $100.00* |
| § | Hypothetical Coupon Barrier Value for each Underlier: $63.00 (63.00% of the hypothetical Initial Underlier Value set forth
above)* |
| § | Hypothetical Barrier Value for each Underlier: $60.00 (60.00% of the hypothetical Initial Underlier Value set forth above)* |
| § | You hold the Notes to maturity, and the Notes are NOT automatically redeemed. |
| * | The hypothetical Initial Underlier Value of $100.00,
the hypothetical Coupon Barrier Value of $63.00 and the hypothetical Barrier
Value of $60.00 for each Underlier have been chosen for illustrative purposes only and do not represent the actual Initial Underlier Values,
Coupon Barrier Values or Barrier Values for the Underliers. The actual Initial Underlier Value, Coupon Barrier Value and Barrier Value
for each Underlier are set forth on the cover of this pricing supplement. |
For information regarding recent values of the Underliers, please see
“Information Regarding the Underliers” in this pricing supplement.
| Final Underlier Value of the Least Performing Underlier |
Underlier Return of the Least Performing Underlier |
Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value |
Final Underlier Value of the Best Performing Underlier is greater than or equal to its Initial Underlier Value |
| Payment at Maturity** |
Total Return on Notes |
Payment at Maturity** |
Total Return on Notes |
| $150.00 |
50.00% |
N/A |
N/A |
$1,000.00 |
0.00% |
| $140.00 |
40.00% |
N/A |
N/A |
$1,000.00 |
0.00% |
| $130.00 |
30.00% |
N/A |
N/A |
$1,000.00 |
0.00% |
| $120.00 |
20.00% |
N/A |
N/A |
$1,000.00 |
0.00% |
| $110.00 |
10.00% |
N/A |
N/A |
$1,000.00 |
0.00% |
| $100.00 |
0.00% |
N/A |
N/A |
$1,000.00 |
0.00% |
| $90.00 |
-10.00% |
$1,000.00 |
0.00% |
$1,000.00 |
0.00% |
| $80.00 |
-20.00% |
$1,000.00 |
0.00% |
$1,000.00 |
0.00% |
| $70.00 |
-30.00% |
$1,000.00 |
0.00% |
$1,000.00 |
0.00% |
| $60.00 |
-40.00% |
$1,000.00 |
0.00% |
$1,000.00 |
0.00% |
| $59.99 |
-40.01% |
$599.90 |
-40.01% |
$1,000.00 |
0.00% |
| $50.00 |
-50.00% |
$500.00 |
-50.00% |
$1,000.00 |
0.00% |
| $40.00 |
-60.00% |
$400.00 |
-60.00% |
$1,000.00 |
0.00% |
| $30.00 |
-70.00% |
$300.00 |
-70.00% |
$1,000.00 |
0.00% |
| $20.00 |
-80.00% |
$200.00 |
-80.00% |
$1,000.00 |
0.00% |
| $10.00 |
-90.00% |
$100.00 |
-90.00% |
$1,000.00 |
0.00% |
| $0.00 |
-100.00% |
$0.00 |
-100.00% |
$1,000.00 |
0.00% |
** per $1,000 principal amount
Note, excluding the final Contingent Coupon that may be payable on the Maturity Date
The following examples illustrate how the payments at maturity set
forth in the table above are calculated:
Example 1: The Final Underlier Value of the AMZN Underlier
is $150.00, the Final Underlier Value of the NVDA Underlier is $130.00 and the Final Underlier Value of the XOM Underlier is $160.00.
Because the NVDA Underlier has the lowest Underlier Return, the NVDA
Underlier is the Least Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is greater than or equal
to its Barrier Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold (plus the
Contingent Coupon otherwise due), regardless of the Final Underlier Value of any other Underlier.
Example 1 demonstrates that you will not participate in any appreciation
in the value of any Underlier. Even though each Underlier appreciated significantly, the payment at maturity is limited to $1,000 per
$1,000 principal amount Note that you hold (plus the Contingent Coupon otherwise due).
Example 2: The Final Underlier Value of the AMZN Underlier is $61.50,
the Final Underlier Value of the NVDA Underlier is $140.00 and the Final Underlier Value of the XOM Underlier is $95.00.
Because the AMZN Underlier has the lowest Underlier Return, the AMZN
Underlier is the Least Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is greater than or equal
to its Barrier Value, you will receive a payment at
maturity of $1,000 per $1,000 principal amount Note that you hold.
Because, however, the Final Underlier Value of at least one Underlier is less than its Coupon Barrier Value, you will not receive a Contingent
Coupon on the Maturity Date.
Example 3: The Final Underlier Value of the AMZN
Underlier is $30.00, the Final Underlier Value of the NVDA Underlier is $90.00 and the Final Underlier Value of the XOM Underlier is $105.00.
Because the AMZN Underlier has the lowest Underlier
Return, the AMZN Underlier is the Least Performing Underlier. Because the XOM Underlier has the highest Underlier Return, the XOM Underlier
is the Best Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value and
the Final Underlier Value of the Best Performing Underlier is greater than or equal to its Initial Underlier Value, you will receive a
payment at maturity of $1,000 per $1,000 principal amount Note that you hold. However, because the Final Underlier Value of at least one
Underlier is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the Maturity Date.
Example 3 demonstrates that you will receive a payment at maturity
of $1,000 per $1,000 principal amount Note that you hold (plus any Contingent Coupon otherwise due) if the Final Underlier Value
of any Underlier is greater than or equal to its Initial Underlier Value, regardless of the Final Underlier Value of any other Underlier.
Example 4: The Final Underlier Value of the AMZN Underlier is $95.00,
the Final Underlier Value of the NVDA Underlier is $40.00 and the Final Underlier Value of the XOM Underlier is $30.00.
Because the XOM Underlier has the lowest Underlier Return, the XOM
Underlier is the Least Performing Underlier. Because the AMZN Underlier has the highest Underlier Return, the AMZN Underlier is the Best
Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value and the
Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, you will receive a payment at maturity
of $300.00 per $1,000 principal amount Note that you hold, calculated as follows:
$1,000 + ($1,000 × Underlier Return of the
Least Performing Underlier)
$1,000 + ($1,000 × -70.00%) = $300.00
In addition, because the Final Underlier Value of at least one Underlier
is less than its Coupon Barrier Value, you will not receive a Contingent Coupon on the Maturity Date.
Example 4 demonstrates that, if the Notes are not automatically redeemed,
and if the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value and the Final Underlier Value of the
Best Performing Underlier is less than its Initial Underlier Value, your investment in the Notes will be fully exposed to the decline
of the Least Performing Underlier from its Initial Underlier Value. Under these circumstances, you will not benefit in any way from the
Underlier Return of any other Underlier being higher than the Underlier Return of the Least Performing Underlier.
If the Notes are not automatically redeemed, you
may lose up to 100.00% of the principal amount of your Notes. Any payment on the Notes, including the repayment of principal, is
subject to the credit risk of Barclays Bank PLC.
Selected
Risk Considerations
An investment in the Notes involves significant risks. Investing in
the Notes is not equivalent to investing directly in the Underliers. Some of the risks that apply to an investment in the Notes are summarized
below, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the “Risk Factors”
section of the prospectus supplement. You should not purchase the Notes unless you understand and can bear the risks of investing in the
Notes.
Risks Relating to the Notes Generally
| · | Your Investment in the Notes May Result in a Significant
Loss—The Notes differ from ordinary debt securities in that the Issuer will not necessarily repay the full principal amount
of the Notes at maturity. If the Notes are not automatically redeemed, and if the Final Underlier Value of the Least Performing Underlier
is less than its Barrier Value and the Final Underlier Value of the Best Performing Underlying is less than its Initial Underlier Value,
your Notes will be fully exposed to the decline of the Least Performing Underlier from its Initial Underlier Value. You may lose
up to 100.00% of the principal amount of your Notes. |
| · | You May Not Receive Any Contingent Coupon Payments on
the Notes—The Issuer will not necessarily make periodic coupon payments on the Notes. You will receive a Contingent Coupon
on a Contingent Coupon Payment Date only if the Closing Value of each Underlier on the related Observation Date is greater than
or equal to its Coupon Barrier Value. If the Closing Value of any Underlier on an Observation Date is less than its Coupon Barrier Value,
you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date. If the Closing Value of at least one Underlier
is less than its Coupon Barrier Value on each Observation Date, you will not receive any Contingent Coupons during the term of the Notes. |
| · | Your Potential Return on the Notes Is Limited to the Contingent
Coupons, If Any, and You Will Not Participate in Any Appreciation of Any Underlier—The potential positive return on the Notes
is limited to the Contingent Coupons, if any, that may be payable during the term of the Notes. You will not participate in any appreciation
in the value of any Underlier, which may be significant, even though you will be exposed to the depreciation in the value of the Least
Performing Underlier if the Notes are not automatically redeemed, the Final Underlier Value of the Least Performing Underlier is less
than its Barrier Value and the Final Underlier Value of the Best Performing Underlying is less than its Initial Underlier Value. |
| · | Because the Notes Are Linked to Multiple Underliers Individually,
You Are Exposed to Greater Risks of No Contingent Coupons and Sustaining a Significant Loss of Principal at Maturity Than If the Notes
Were Linked to a Single Underlier—The risk that you will not receive any Contingent Coupons and lose a significant portion
or all of your principal amount in the Notes at maturity is greater if you invest in the Notes as opposed to substantially similar securities
that are linked to the performance of a single Underlier. With multiple Underliers, it is more likely that the Closing Value of at least
one Underlier will be less than its Coupon Barrier Value on the specified Observation Dates or less than its Barrier Value on the Final
Valuation Date, and therefore, it is more likely that you will not receive any Contingent Coupons and/or that you will suffer a significant
loss of principal at maturity. Further, the performance of the Underliers may not be correlated or may be negatively correlated. The
lower the correlation between multiple Underliers, the greater the potential for one of those Underliers to close below its Coupon Barrier
Value or Barrier Value on an Observation Date or the Final Valuation Date, respectively. |
It is
impossible to predict what the correlation among the Underliers will be over the term of the Notes. The Underliers represent different
equity markets. These different equity markets may not perform similarly over the term of the Notes.
Although
the correlation of the Underliers’ performance may change over the term of the Notes, the Contingent Coupon rate is determined,
in part, based on the correlation of the Underliers’ performance calculated using our internal models at the time when the terms
of the Notes are finalized. A higher Contingent Coupon is generally associated with lower correlation of the Underliers, which reflects
a greater potential for missed Contingent Coupons and for a loss of principal at maturity.
| · | You Are Exposed to the Market Risk of Each Underlier—Your
return on the Notes is not linked to a basket consisting of the Underliers. Rather, it will be contingent upon the independent performance
of each Underlier. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversified
among all the components of the basket, you will be exposed to the risks related to each Underlier. Poor performance by any Underlier
over the term of the Notes may negatively affect your return and will not be offset or mitigated by a lesser decline or, for purposes
of determining whether a Contingent Coupon is payable, by any potential increase in the values of the other Underliers. To receive a
Contingent Coupon, the Closing Value of each Underlier must be greater than or equal to its Coupon Barrier Value on the applicable Observation
Date. In addition, if the Notes have not been automatically redeemed, and if the Final Underlier Value of any Underlier is less than
its Barrier Value and the Final Underlier Value of the Best Performing Underlier is less than its Initial Underlier Value, you will be
fully exposed to the decline of the Least Performing Underlier from its Initial Underlier Value. Accordingly, your investment is subject
to the market risk of each Underlier. |
| · | Automatic Redemption and Reinvestment Risk—If
the Notes are automatically redeemed, the holding period over which you may receive Contingent Coupons could be as short as approximately
nine months. The payment upon an automatic redemption, together with any Contingent Coupons that you may have received on prior Contingent
Coupon Payment Dates, may be less than the aggregate amount of payments that you would have received had the Notes not been automatically |
redeemed. There is no guarantee that you
would be able to reinvest the proceeds from an investment in the Notes in a comparable investment with a similar level of risk in the
event the Notes are automatically redeemed prior to the Maturity Date. No additional payments will be due after an automatic redemption.
The automatic redemption feature of the Notes may also adversely impact your ability to sell your Notes and the price at which they may
be sold.
| · | Any Payment on the Notes Will Be Determined Based on the
Closing Values of the Underliers on the Dates Specified—Any payment on the Notes will be determined based on the Closing Values
of the Underliers on the dates specified. You will not benefit from any more favorable values of the Underliers determined at any other
time. |
| · | Contingent Repayment of the Principal Amount Applies Only
at Maturity or upon Any Automatic Redemption—You should be willing to hold your Notes to maturity or any automatic redemption.
If you sell your Notes prior to such time in the secondary market, if any, you may have to sell your Notes at a price that is less than
the principal amount even if at that time the value of each Underlier has increased from its Initial Underlier Value. See “—Risks
Relating to the Estimated Value of the Notes and the Secondary Market—Many Economic and Market Factors Will Impact the Value of
the Notes” below. |
| · | The Notes Are Subject to Volatility Risk—Volatility
is a measure of the degree of variation in the price of an asset (or level of an index) over a period of time. The Contingent Coupon
is determined based on a number of factors, including the expected volatility of the Underliers.
The Contingent Coupon will be paid at a per annum rate that is higher than the fixed rate that we would pay on a conventional debt security
of the same tenor and is higher than it otherwise would be if the level of expected volatility of the Underliers taken into account in
determining the terms of the Notes were lower. As volatility of an Underlier increases, there will typically be a greater likelihood
that (a) the Closing Value of that Underlier on one or more Observation Dates will be less than its Coupon Barrier Value and (b) the
Final Underlier Value of that Underlier will be less than its Barrier Value. |
Accordingly, you should understand that
a higher Contingent Coupon reflects, among other things, an indication of a greater likelihood that you will (a) not receive Contingent
Coupons with respect to one or more Observation Dates and/or (b) incur a loss of principal at maturity than would have been the case had
the Contingent Coupon been lower. In addition, actual volatility over the term of the Notes may be significantly higher than expected
volatility at the time the terms of the Notes were determined. If actual volatility is higher than expected, you will face an even greater
risk that you will not receive Contingent Coupons and/or that you will lose a significant portion or all of your principal at maturity
for the reasons described above.
| · | Owning the Notes Is Not the Same as Owning the Underliers—The
return on the Notes may not reflect the return you would realize if you actually owned the Underliers. As a holder of the Notes, you
will not have voting rights or rights to receive dividends or other distributions or other rights that holders of the Underliers would
have. |
| · | Tax Treatment—Significant aspects of the tax
treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation. See “Tax Considerations”
below. |
Risks Relating to the Issuer
| · | Credit of Issuer—The Notes are unsecured and
unsubordinated debt obligations of the Issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third
party. Any payment to be made on the Notes, including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy
its obligations as they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of
Barclays Bank PLC may affect the market value of the Notes, and in the event Barclays Bank PLC were to default on its obligations, you
may not receive any amounts owed to you under the terms of the Notes. |
| · | 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— Notwithstanding and to the exclusion
of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial
owner of the Notes (or the trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder and beneficial owner of
the Notes 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 as set forth under “Consent to U.K. Bail-in Power” in this pricing supplement. Accordingly, any U.K.
Bail-in Power may be exercised in such a manner as to result in you and other holders and beneficial owners of the Notes losing all or
a part of the value of your investment in the Notes or receiving a different security from the Notes, which may be worth significantly
less than the Notes and which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the
relevant U.K. resolution authority may exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent
of, the holders and beneficial owners of the Notes. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority
with respect to the Notes will not be a default or an Event of Default (as each term is defined in the senior debt securities indenture)
and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with
the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes. See “Consent to U.K.
Bail-in Power” in this pricing supplement 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,
including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely
affect the value of any 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.
Risks Relating to the Underliers
| · | There Are Risks
Associated with Single Equities—The price of each Underlier can rise or fall sharply due to factors specific to that Underlier
and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management
changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest
rates and economic and political conditions. We urge you to review financial and other information filed periodically with the SEC by
the issuer of each Underlier. |
| · | Anti-dilution Protection
Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments—The Calculation Agent may in its sole
discretion make adjustments affecting the amounts payable on the Notes upon the occurrence of certain corporate events (such as stock
splits or extraordinary or special dividends) that the Calculation Agent determines have a diluting or concentrative effect on the theoretical
value of an Underlier. However, the Calculation Agent might not make such adjustments in response to all events that could affect an
Underlier. The occurrence of any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent
not to make any adjustment) may adversely affect the market price of, and any amounts payable on, the Notes. See “Reference Assets—Equity
Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus
supplement. |
| · | Reorganization or
Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated—Upon the occurrence of
certain reorganization events or a nationalization, expropriation, liquidation, bankruptcy, insolvency or de-listing of an Underlier,
the Calculation Agent will make adjustments to that Underlier that may result in payments on the Notes being based on the performance
of shares, cash or other assets distributed to holders of that Underlier upon the occurrence of such event or, in some cases, the Calculation
Agent may accelerate the Maturity Date for a payment determined by the Calculation Agent. Any of these actions could adversely affect
the value of the relevant Underlier and, consequently, the value of the Notes. Any amount payable upon acceleration could be significantly
less than the amount(s) that would be due on the Notes if they were not accelerated. However, if we elect not to accelerate the Notes,
the value of, and any amount payable on, the Notes could be adversely affected, perhaps significantly. See “Reference Assets—Equity
Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus
supplement. |
| · | Historical Performance of the Underliers Should Not Be
Taken as Any Indication of the Future Performance of the Underliers Over the Term of the Notes—The value of each Underlier
has fluctuated in the past and may, in the future, experience significant fluctuations. The historical performance of an Underlier is
not an indication of the future performance of that Underlier over the term of the Notes. The historical correlation between the Underliers
is not an indication of the future correlation between them over the term of the Notes. Therefore, the performance of the Underliers
individually or in comparison to each other over the term of the Notes may bear no relation or resemblance to the historical performance
of any Underlier. |
Risks Relating to Conflicts of Interest
| · | We and Our Affiliates May Engage in Various Activities
or Make Determinations That Could Materially Affect the Notes in Various Ways and Create Conflicts of Interest—We and our affiliates
play a variety of roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our affiliates’
economic interests are potentially adverse to your interests as an investor in the Notes. |
In connection with our normal business
activities and in connection with hedging our obligations under the Notes, we and our affiliates make markets in and trade various financial
instruments or products for our accounts and for the account of our clients and otherwise provide investment banking and other financial
services with respect to these financial instruments and products. These financial instruments and products may include securities, derivative
instruments or assets that may relate to the Underliers. In any such market making, trading and hedging activity, and other financial
services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the investment objectives
of the holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Notes into
account in conducting these activities. Such market making, trading and hedging activity, investment banking and other financial services
may negatively impact the value of the Notes.
In addition, the role played by Barclays
Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuer
of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution
of the Notes and such compensation or financial benefit may serve as an incentive to sell the Notes instead of other investments. Furthermore,
we and our affiliates establish the offering price of the Notes for initial sale to the public, and the offering price is not based upon
any independent verification or valuation.
In addition to the activities described
above, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine any values of the Underliers
and make any other determinations necessary to calculate any payments on the
Notes. In making these determinations,
we may be required to make discretionary judgments, including determining whether a market disruption event has occurred on any date that
the value of an Underlier is to be determined; determining whether to adjust any variable described herein in the case of certain corporate
events related to an Underlier that the Calculation Agent determines have a diluting or concentrative effect on the theoretical value
of the shares of that Underlier; and determining whether to accelerate the Maturity Date upon the occurrence of certain reorganization
events and additional adjustment events. In making these discretionary judgments, our economic interests are potentially adverse to your
interests as an investor in the Notes, and any of these determinations may adversely affect any payments on the Notes.
Risks Relating to the Estimated Value of the Notes and the Secondary
Market
| · | Lack of Liquidity—The Notes will not be listed
on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the
Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital
Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the Notes. Even if there is a
secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely
to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if
any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed
to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. |
| · | Many Economic and Market Factors Will Impact the Value
of the Notes—The value of the Notes will be affected by a number of economic and market factors that interact in complex and
unpredictable ways and that may either offset or magnify each other, including: |
| o | the market prices of, dividend rate on and expected volatility of the Underliers; |
| o | correlation (or lack of correlation) of the Underliers; |
| o | the time to maturity of the Notes; |
| o | interest and yield rates in the market generally; |
| o | a variety of economic, financial, political, regulatory or judicial events; |
| o | supply and demand for the Notes; and |
| o | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
| · | The Estimated Value of Your Notes Is Lower Than the Initial
Issue Price of Your Notes—The estimated value of your Notes on the Initial Valuation Date is lower than the initial issue price
of your Notes. The difference between the initial issue price of your Notes and the estimated value of the Notes is a result of certain
factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts,
commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect
to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our obligations under the Notes, and
estimated development and other costs which we may incur in connection with the Notes. |
| · | The Estimated Value of Your Notes Might Be Lower If Such
Estimated Value Were Based on the Levels at Which Our Debt Securities Trade in the Secondary Market—The estimated value of
your Notes on the Initial Valuation Date is based on a number of variables, including our internal funding rates. Our internal funding
rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference,
the estimated value referenced above might be lower if such estimated value were based on the levels at which our benchmark debt securities
trade in the secondary market. |
| · | The Estimated Value of the Notes Is Based on Our Internal
Pricing Models, Which May Prove to Be Inaccurate and May Be Different from the Pricing Models of Other Financial Institutions—The
estimated value of your Notes on the Initial Valuation Date is based on our internal pricing models, which take into account a number
of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are
not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial institutions’
pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial
institutions which may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes
may be materially different from the estimated value of the Notes determined by reference to our internal pricing models. |
| · | The Estimated Value of Your Notes Is Not a Prediction
of the Prices at Which You May Sell Your Notes in the Secondary Market, If Any, and Such Secondary Market Prices, If Any, Will Likely
Be Lower Than the Initial Issue Price of Your Notes and May Be Lower Than the Estimated Value of Your Notes—The estimated value
of the Notes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be
willing to purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated
to do). The price at which you may be able to sell your Notes in the secondary market at any time will be influenced by many factors
that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be |
substantially less than our estimated
value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities
trade in the secondary market, and do not take into account our various costs related to the Notes such as fees, commissions, discounts,
and the costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the initial
issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be willing
to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your Notes,
and any sale prior to the Maturity Date could result in a substantial loss to you.
| · | The Temporary Price at Which We May Initially Buy the
Notes in the Secondary Market and the Value We May Initially Use for Customer Account Statements, If We Provide Any Customer Account
Statements at All, May Not Be Indicative of Future Prices of Your Notes—Assuming that all relevant factors remain constant
after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market
(if Barclays Capital Inc. makes a market in the Notes, which it is not obligated to do) and the value that we may initially use for customer
account statements, if we provide any customer account statements at all, may exceed our estimated value of the Notes on the Initial
Valuation Date, as well as the secondary market value of the Notes, for a temporary period after the initial Issue Date of the Notes.
The price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market and the value that we may initially
use for customer account statements may not be indicative of future prices of your Notes. |
Information Regarding
the UNDERLIERS
We urge you to read the following
section in the accompanying prospectus supplement: “Reference Assets—Equity Securities—Reference Asset Issuer and Reference
Asset Information.” Companies with securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), are required to file financial and other information specified by the SEC periodically. Information provided to or filed
with the SEC by the issuer of each Underlier can be located on a website maintained by the SEC at http://www.sec.gov by reference to that
issuer’s SEC file number provided below.
Included below is a brief description
of the issuer of each Underlier. This information has been obtained from publicly available sources. Information from outside sources
is not incorporated by reference in, and should not be considered part of, this pricing supplement or the accompanying prospectus or prospectus
supplement. We have not independently verified the accuracy or completeness of the information contained in outside sources.
Amazon.com, Inc.
According to publicly available information, Amazon.com, Inc. serves
consumers through its online and physical stores; manufactures and sells electronic devices; develops and produces media content; offers
subscription services; offers programs that enable sellers to sell their products in its stores and to fulfill orders using its services;
offers developers and enterprises a set of technology services, including compute, storage, database, analytics and machine learning,
and other services; offers programs that allow authors, independent publishers, musicians, filmmakers, Twitch streamers, skill and app
developers and others to publish and sell content; and provides advertising services to sellers, vendors, publishers, authors and others,
through programs such as sponsored ads, display and video advertising. Information filed by Amazon.com, Inc. with the SEC under the Exchange
Act can be located by reference to its SEC file number: 000-22513. The common stock of Amazon.com, Inc. is listed on The Nasdaq Stock
Market under the ticker symbol “AMZN.”
Historical Performance of the AMZN Underlier
The graph below sets forth the historical performance of the AMZN Underlier
based on the daily Closing Values from January 2, 2019 through November 19, 2024. We obtained the Closing Values shown in the graph below
from Bloomberg Professional® service (“Bloomberg”). We have not independently verified the accuracy or completeness
of the information obtained from Bloomberg. The Closing Values below may have been adjusted to reflect certain corporate actions, such
as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.
Historical Performance of the AMZN Underlier
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
NVIDIA Corporation
According to publicly available information, NVIDIA Corporation is
a full-stack computing infrastructure company with data-center-scale offerings whose full-stack includes the CUDA programming model that
runs on all of its graphics processing units (GPUs), as well as domain-specific software libraries, software development kits and Application
Programming Interfaces. Information filed by NVIDIA Corporation with the SEC under the Exchange Act can be located by reference to its
SEC file number: 000-23985. The common stock of NVIDIA Corporation is listed on The Nasdaq Stock Market under the ticker symbol “NVDA.”
Historical Performance of the NVDA Underlier
The graph below sets forth the historical performance of the NVDA Underlier
based on the daily Closing Values from January 2, 2019 through November 19, 2024. We obtained the Closing Values shown in the graph below
from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The Closing
Values below may have been adjusted to reflect certain corporate actions, such as stock splits, public offerings, mergers and acquisitions,
spin-offs, extraordinary dividends, delistings and bankruptcy.
Historical Performance of the NVDA Underlier
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
Exxon Mobil Corporation
According to publicly available information, Exxon Mobil Corporation
engages in the exploration for, and the production of, crude oil and natural gas; the manufacture, trade, transport and sale of crude
oil, natural gas, petroleum products, petrochemicals and a variety of specialty products; and pursuit of lower-emission business opportunities
including carbon capture and storage, hydrogen, lower-emission fuels and lithium. Information filed by Exxon Mobil Corporation with the
SEC under the Exchange Act can be located by reference to its SEC file number: 001-02256. The common stock of Exxon Mobil Corporation
is listed on the New York Stock Exchange under the ticker symbol “XOM.”
Historical Performance of the XOM Underlier
The graph below sets forth the historical performance of the XOM Underlier
based on the daily Closing Values from January 2, 2019 through November 19, 2024. We obtained the Closing Values shown in the graph below
from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained from Bloomberg. The Closing
Values below may have been adjusted to reflect certain corporate actions, such as stock splits, public offerings, mergers and acquisitions,
spin-offs, extraordinary dividends, delistings and bankruptcy.
Historical Performance of the XOM Underlier
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS
Tax Considerations
You should review carefully the sections in the accompanying prospectus
supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as
Prepaid Forward or Derivative Contracts with Associated Contingent Coupons” and, if you are a non-U.S. holder, “—Tax
Consequences to Non-U.S. Holders.” The following discussion supersedes the discussion in the accompanying prospectus supplement
to the extent it is inconsistent therewith.
In determining our reporting responsibilities, if any, we intend to
treat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) any
Contingent Coupon payments as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences—Tax
Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts with Associated Contingent Coupons”
in the accompanying prospectus supplement. Our special tax counsel, Davis Polk & Wardwell LLP, has advised that it believes this treatment
to be reasonable, but that there are other reasonable treatments that the Internal Revenue Service (the “IRS”) or a court
may adopt.
Sale, exchange or redemption of a Note. Assuming the treatment
described above is respected, upon a sale or exchange of the Notes (including redemption upon an automatic call or at maturity), you should
recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the Notes,
which should equal the amount you paid to acquire the Notes (assuming Contingent Coupon payments are properly treated as ordinary income,
consistent with the position referred to above). This gain or loss should be short-term capital gain or loss unless you hold the Notes
for more than one year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser
of the Notes at the issue price. The deductibility of capital losses is subject to limitations. If you sell your Notes between the time
your right to a Contingent Coupon payment is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary
income equal to the Contingent Coupon payment. Although uncertain, it is possible that proceeds received from the sale or exchange of
your Notes prior to an Observation Date but that can be attributed to an expected Contingent Coupon payment could be treated as ordinary
income. You should consult your tax advisor regarding this issue.
As noted above, there are other reasonable treatments that the IRS
or a court may adopt, in which case the timing and character of any income or loss on the Notes could be materially affected. In addition,
in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid
forward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instruments
to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of
income or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the
instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations
or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an investment in the
Notes, possibly with retroactive effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of an
investment in the Notes, including possible alternative treatments and the issues presented by this notice.
Non-U.S. holders. Insofar as we have responsibility as a withholding
agent, we do not currently intend to treat Contingent Coupon payments to non-U.S. holders (as defined in the accompanying prospectus supplement)
as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8
or other documentation in order to establish an exemption from backup withholding, as described under the heading “—Information
Reporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be required
to pay any additional amounts with respect to amounts withheld.
Treasury regulations under Section 871(m) generally impose a withholding
tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludes
from the scope of Section 871(m) instruments issued prior to January 1, 2027 that do not have a “delta of one” with respect
to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”).
Based on our determination that the Notes do not have a “delta of one” within the meaning of the regulations, our special
tax counsel is of the opinion that these regulations should not apply to the Notes with regard to non-U.S. holders. Our determination
is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend
on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should
consult your tax advisor regarding the potential application of Section 871(m) to the Notes.
SUPPLEMENTAL PLAN OF DISTRIBUTION
We have agreed to sell to Barclays Capital Inc. (the “agent”),
and the agent has agreed to purchase from us, the principal amount of the Notes, and at the price, specified on the cover of this pricing
supplement. The agent commits to take and pay for all of the Notes, if any are taken.
We expect that delivery of the Notes will be made against payment for
the Notes on the Issue Date, which is more than one business day following the Initial Valuation Date. Notwithstanding anything to the
contrary in the accompanying prospectus supplement, under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, effective May
28, 2024, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly
agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day before delivery will be required
to specify alternative settlement arrangements to prevent a failed settlement and should consult their own advisor.
VALIDITY OF THE NOTES
In the opinion of Davis Polk & Wardwell LLP, as special United
States products counsel to Barclays Bank PLC, when the Notes offered by this pricing supplement have been executed and issued by Barclays
Bank PLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such Notes
will be valid and binding obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general
applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or
regulatory actions or application giving effect to governmental actions or foreign laws affecting creditors’ rights, provided
that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable
law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York.
Insofar as this opinion involves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays Bank PLC’s
permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of July 12, 2024, filed as an exhibit to a report on Form
6-K by Barclays Bank PLC on July 12, 2024, and this opinion is subject to the same assumptions, qualifications and limitations as set
forth in such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the
trustee’s authorization, execution and delivery of the indenture and its authentication of the Notes and the validity, binding nature
and enforceability of the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP, dated
July 12, 2024, which has been filed as an exhibit to the report on Form 6-K referred to above.
Exhibit
107.1
Calculation
of Filing Fee Table
F-3
(Form Type)
Barclays
Bank PLC
(Exact Name of Registrant as Specified in its Charter)
Table
1—Newly Registered Securities
| |
Security
Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee
Rate |
Amount
of Registration Fee |
| Fees
to be Paid |
Debt |
Global
Medium-Term Notes, Series A |
457(r) |
2,608 |
$1,000 |
$2,608,000 |
0.0001531 |
$399.28 |
The
pricing supplement to which this Exhibit is attached is a final prospectus for the related offering.
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