78MM Barclays. 25

TIDM78MM

RNS Number : 5167L

Barclays Bank PLC

05 January 2023

5 January 2023

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Notice of Correction and Offer to purchase relating to the issuance by Barclays Bank PLC of GBP 1,500,000 Securities due October 2027 (ISIN XS2414639745) under its Global Structured Securities Programme, linked to the Class PEISC247 GBP Preference Shares of Teal Investments Limited

We refer to the above Notes (" Notes ") issued on 6 October 2022 by Barclays Bank PLC ("Barclays") pursuant to its base prospectus dated 1 July 2022 ("Base Prospectus"), as completed by the final terms dated 19 August 2022 ("Original Final Terms") under its Global Structured Securities Programme.

The Notes are linked to the Class PEISC247 GBP Preference Shares linked to S&P 500 Index due October 2027, issued by Teal Investments Limited (" Preference Shares "). The terms and conditions of the Preference Shares are as set out in the Base Prospectus as supplemented by the Preference Share Confirmation (" Original Preference Share Confirmation "), the form of which is annexed to the Original Final Terms.

As explained below, Barclays intends to correct a term and condition of the Notes by way of amendment and also to offer to repurchase the Notes from holders at par value for a period of three calendar weeks (subject to the possibility of extension) commencing on, and including, the London business day following the Effective Date (as defined below) of such amendment (" Repurchase Offer Period Start Date ").

Amendments to the Notes

Background and rationale

The original intention was for the Preference Shares to be issued by Teal Investments Limited (" Preference Share Issuer ") on 5 October 2022. However, due to an inadvertent delay in communications, the Preference Shares were not issued until 11 October 2022.

Under the terms and conditions of the Notes (" General Conditions "), the final redemption amount of each Note at maturity will be the product of (i) the Calculation Amount (being the par value, i.e. GBP 1.00) and (ii) the Preference Share Value(Final) divided by the Preference Share Value(Initial) . The Preference Share Value(Initial) is the value of the Preference Shares as at the issue date of the Notes, being 6 October 2022. As the Preference Shares had not yet been issued on 6 October 2022, an amendment is required to correct the meaning of Preference Share Value(Initial) to reflect the later issue date of the Preference Shares.

Amended terms of the Notes and Preference Shares

The specific amendments that Barclays intends to make to the Notes are as follows:

1. Currently, General Condition 5.3 (Relevant defined terms) of the General Conditions of the Notes provides that the "Initial Valuation Date" means "the Issue Date" (being the issue date of the Notes). Following the amendment, the term shall read as follows (and the General Conditions in respect of the Notes, as completed by the Amended and Restated Final Terms (the "Conditions") shall be construed accordingly):

""Initial Valuation Date" means the issue date of the Preference Shares."

2. For good order, Barclays intends to amend the summary appended to the Original Final Terms to correct the definition of "Preference Share Value(initial) " so that it refers to "11 October 2022" instead of "6 October 2022".

Relatedly, the Preference Share Issuer intends to amend the Original Preference Share Confirmation to correct the Issue Date specified therein from "5 October 2022" to "11 October 2022".

Barclays intends to make the above amendments to the Notes and the Original Final Terms without seeking the consent of the Noteholders pursuant to its authority under General Condition 16.1(iv) of the General Conditions of the Notes to make amendments "to cure, correct or supplement any defective provision" of the Notes. The Preference Share Issuer intends to make the above amendment to the Original Preference Share Confirmation in reliance on a similar provision of the terms and conditions of the Preference Shares.

A copy of the Amended and Restated Final Terms which appends the Amended and Restated Preference Share Confirmation is attached to this Notice.

Effective date

Barclays and the Preference Share Issuer intend that the above amendments to the Notes and Preference Shares shall be effective from 5 January 2023 ("Effective Date"). Barclays will notify Noteholders and the London Stock Exchange of the Effective Date.

Offer to repurchase the Notes

Barclays hereby offers to buy the Notes back from holders at par value for a period of three clear calendar weeks (subject to the possibility of extension) from, and including, the Repurchase Offer Period Start Date on the terms set out below.

Rationale for the offer

Barclays understands that, notwithstanding that the Preference Shares were issued on a later date than intended, the tax treatment of the Notes should still fall within the United Kingdom "excluded indexed securities" regime, and therefore that returns on the Notes should fall within United Kingdom capital gains tax rules. However, there is a small risk that the late issuance of the Preference Share means that the tax treatment is less robust than would otherwise be the case. For this reason, Barclays is offering to purchase the Notes from the Noteholders.

Details of the offer

Barclays hereby offers to purchase all of the Notes at a purchase price per Note equal to the par value of the Notes (i.e. GBP 1.00 per Specified Denomination of GBP 1.00) ("Offer"). The Offer will commence on the Repurchase Offer Period Start Date and remain open until 27 January 2023 ("Repurchase Offer Period End Date"), provided that Barclays may extend the period in its discretion by subsequent notice.

If you wish to accept the Offer in respect of some or all of your Notes, you must contact the distributor of the Notes, Meteor Asset Management by post at 55 King William Street, London, EC4R 9AD ("Distributor"). All acceptances of the Offer must be in writing specifying (a) the name and contact details of the Noteholder, (b) the nominal amount of Notes to be purchased by Barclays, and (c) the bank account details for the receipt of payment on purchase of the Notes. Completed acceptances must be received by the Distributor on or before 5:00 p.m.(London time) on the Repurchase Offer Period End Date (as it may be extended at Barclays' discretion). Any valid acceptance will be confirmed to Noteholders by the Distributor as soon as reasonably practicable.

The settlement of the purchase of the Notes by Barclays pursuant to the Offer shall be subject to the prevailing operating procedures of Euroclear and Clearstream. Barclays expects settlement to occur with the Distributor on or around five business days following the end of the offer period.

Unless stated otherwise, announcements in connection with the Offer will be made by Barclays with its registered office address at 1 Churchill Place, London, E14 5HP, United Kingdom by publication through RNS. Such announcements may also be made by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Distributor, the contact details for which are set out below.

There is no minimum or maximum threshold of acceptance under the Offer: Barclays will purchase each (if any) Note included in each acceptance and all Notes that are not purchased as part of the Offer will remain outstanding.

This notice (and any non-contractual obligations arising out of or in connection with it) will be governed by and construed in accordance with English law.

Advice and further information

If you are in any doubt as to the content of this notice or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the tender.

For further information on the Offer, please contact the Distributor:

Meteor Asset Management

55 King William Street

London EC4R 9AD

adminteam@meteoram.com

020 7901 1010

Offer and Distribution Restrictions

This notice does not constitute an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by Barclays to inform themselves about, and to observe, any such restrictions.

The communication of this notice and any other documents or materials relating hereto is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended, the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of Barclays or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Confirmation of your representation: Each Noteholder that accepts the Offer represents that it is not a person or entity (a "Person"):

(a) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority;

(b) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated per cent.20list per cent.20of per cent.20sanctions); or (iv) the most current UK Sanctions List (which as of the date hereof can be found at: https://www.gov.uk/government/publications/the-uk-sanctions-list);

(c) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014, Council Regulation No. 1290/2014, Council Regulation No. 2015/1797 and Council Regulation No. 2017/2212 (the "EU Annexes"), (iii) the current list of "Designated Persons: Russia" published by the UK Office of Financial Sanctions Implementation (which as at the date hereof can be found at: https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity), or (iv) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes (a "Sanctions Restricted Person").

For these purposes, a "Sanctions Authority" means each of (i) the United States government; (ii) the United Nations; (iii) the United Kingdom; (iv) the European Union (or any of its member states); (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury of the United Kingdom.

Important legal information and disclaimer - Intended Addressees

IMPORTANT: The following disclaimer applies to the Amended and Restated Final Terms, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Amended and Restated Final Terms, or the Base Prospectus which the Amended and Restated Final Terms must be read in conjunction with.

NEITHER THE AMENDED AND RESTATED FINAL TERMS OR BASE PROSPECTUS MAY BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMENDED AND RESTATED FINAL TERMS AND BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMENDED AND RESTATED FINAL TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH offers or solicitations are not permitted by law. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

Please note that the information contained in the Amended and Restated Final Terms and Base Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (as specified in the Amended and Restated Final Terms and Base Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the information contained in the Amended and Restated Final Terms and Base Prospectus is not addressed. Prior to relying on the information contained in the Amended and Restated Final Terms and Base Prospectus you must ascertain whether or not you are part of the intended addressees of the information contained therein.

Confirmation of your Representation: In order to be eligible to view the Amended and Restated Final Terms and Base Prospectus or make an investment decision with respect to the Securities, you must be a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) and by accessing the Amended and Restated Final Terms and Base Prospectus you shall be deemed to have represented that (i) you and any customers you represent are not U.S. persons (as defined in Regulation S to the Securities Act) and (ii) you consent to delivery of the Amended and Restated Final Terms and Base Prospectus and any amendments or supplements thereto via electronic transmission.

You are reminded that the Amended and Restated Final Terms and Base Prospectus have been made available to you on the basis that you are a person into whose possession the Amended and Restated Final Terms and Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Amended and Restated Final Terms or Base Prospectus, electronically or otherwise, to any other person.

The Amended and Restated Final Terms and Base Prospectus have been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, its advisers nor any person who controls any of them nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Amended and Restated Final Terms and Base Prospectus made available to you in electronic format and the hard copy versions available to you on request from the Issuer.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

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January 05, 2023 02:00 ET (07:00 GMT)