0000950103-18-007994.txt : 20180629 0000950103-18-007994.hdr.sgml : 20180629 20180629131403 ACCESSION NUMBER: 0000950103-18-007994 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20180629 DATE AS OF CHANGE: 20180629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARCLAYS BANK PLC CENTRAL INDEX KEY: 0000312070 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-212571 FILM NUMBER: 18928467 BUSINESS ADDRESS: STREET 1: 1 CHURCHILL PLACE STREET 2: CANARY WHARF CITY: LONDON STATE: X0 ZIP: E14 5HP BUSINESS PHONE: 0044-20-3555-4619 MAIL ADDRESS: STREET 1: 1 CHURCHILL PLACE STREET 2: CANARY WHARF CITY: LONDON STATE: X0 ZIP: E14 5HP FORMER COMPANY: FORMER CONFORMED NAME: BARCLAYS BANK PLC /ENG/ DATE OF NAME CHANGE: 19990402 FORMER COMPANY: FORMER CONFORMED NAME: BARCLAYS BANK INTERNATIONAL LTD DATE OF NAME CHANGE: 19850313 424B2 1 dp92846_424b2-1893jpm.htm FORM 424B2

Pricing Supplement dated June 27, 2018 

(To the Prospectus dated March 30, 2018,

the Prospectus Supplement dated July 18, 2016 and 

the Index Supplement dated July 18, 2016) 

Filed Pursuant to Rule 424(b)(2)

Registration No. 333-212571

barclays PLC logo

$2,035,000

Review Notes Due July 2, 2021
Linked to the Lesser Performing of the S&P 500® Index

and the EURO STOXX 50® Index

Global Medium-Term Notes, Series A

General

·Unlike ordinary debt securities, the Notes do not pay interest and do not guarantee any return of principal at maturity. Instead, as described below, the Notes will be automatically called for a call premium if (a) the Closing Level of each Underlier on any annual Review Date preceding the Final Review Date is greater than or equal to its Initial Underlier Value or (b) the Final Underlier Value of each Underlier is greater than or equal to its Barrier Value. Investors should be willing to forgo dividend payments and, if the Notes are not automatically called and, therefore, the Final Underlier Value of either Underlier is less than its Barrier 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 level of one Underlier may negatively affect their return and will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlier.

·Unsecured and unsubordinated obligations of Barclays Bank PLC

·Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof

·The Notes priced on June 27, 2018 (the “Pricing Date”) and are expected to issue on or about July 2, 2018 (the “Issue Date”).

Key Terms 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
Reference Assets*: The S&P 500® Index (Bloomberg ticker symbol “SPX<Index>”) (the “SPX Index”) and the EURO STOXX 50® Index (Bloomberg ticker symbol “SX5E<Index>”) (the “SX5E Index”) (each an “Underlier” and together the “Underliers”)
Automatic Call Feature: The Notes will be automatically called if (a) the Closing Level of each Underlier on any annual Review Date preceding the Final Review Date is greater than or equal to its Initial Underlier Value or (b) the Final Underlier Value of each Underlier as determined on the Averaging Dates is greater than or equal to its Barrier Value.
Payment Upon an Automatic Call:

If the Notes are automatically called, you will receive a cash payment on the relevant Call Settlement Date per $1,000 principal amount Note (the “Call Price”) that will provide a return equal to the applicable Call Premium, calculated as follows:

$1,000 + ($1,000 × applicable Call Premium) 

No further amounts will be owed to you under the Notes. The Review Dates and Call Settlement Dates, and the Call Premiums and Call Price applicable to each Review Date, are set forth in the table below. The Call Premium for each Review Date is based on a return of approximately 12.37% per Review Date.

  Review Dates Call Settlement Dates Call Premium

Call Price

(per $1,000 principal amount Note)

  July 11, 2019 July 16, 2019 12.37% $1,123.70
  June 29, 2020 July 2, 2020 24.74% $1,247.40
 

June 28, 2021

(the “Final Review Date”)

July 2, 2021

(the “Maturity Date”)

37.11% $1,371.10
  Any positive return on the Notes will not exceed the Call Price with respect to the applicable Review Date, and you will not participate in any appreciation in the value of either Underlier, which may be significant.
Payment at Maturity:

If the Closing Level of either Underlier is less than its Initial Underlier Value on each Review Date preceding the Final Review Date and if the Final Underlier Value of either Underlier is less than its Barrier Value on the Final Review Date, the Notes will not be automatically called. Instead, you will receive a payment at maturity based on the performance of the Lesser Performing Underlier, and you will lose 1% of the principal amount of your Notes for every 1% that the Final Underlier Value of the Lesser Performing Underlier is less than its Initial Underlier Value. Under these circumstances, you will receive a cash payment on the Maturity Date per $1,000 principal amount Note calculated as follows:

$1,000 + ($1,000 × Underlier Return of the Lesser Performing Underlier)

If the Notes are not automatically called, the Notes will be fully exposed to the decline in the value of the Lesser Performing Underlier, as measured from its Initial Underlier Value to its Final Underlier Value, and you will lose a significant portion or all of your investment at maturity. You will be exposed to the market risk of each Underlier and any decline in the level of one Underlier may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlier. 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.

 

U.K. Bail-in Power Acknowledgment: Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring the Notes, each holder 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.
(Key Terms continued on the next page)
 

Initial Issue Price1,2

Price to Public

Agent’s Commission2

Proceeds to Barclays Bank PLC

Per Note $1,000 100% 2.00% 98.00%
Total $2,035,000 $2,035,000 $40,700 $1,994,300
1Our estimated value of the Notes on the Pricing Date, based on our internal pricing models, is $977.20 per 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-20 of this pricing supplement.

2J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the Notes. The placement agents will forgo fees for sales to fiduciary accounts. The total fees represent the amount that the placement agents receive from sales to accounts other than such fiduciary accounts. The placement agents will receive a fee from the Issuer or one of its affiliates that will not exceed $20.00 per Note.

Investing in the Notes involves a number of risks. See “Risk Factors” beginning on page S-7 of the prospectus supplement and “Selected Risk Considerations” beginning on page PS-11 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.

 

barclays PLC logo JPMorgan
Placement Agent

 

 

 

 

 

Barrier Value: With respect to the SPX Index: 2,159.70, which is equal to 80% of its Initial Underlier Value (rounded to two decimal places)
With respect to the SX5E Index: 2,717.70, which is equal to 80% of its Initial Underlier Value (rounded to two decimal places)
Underlier Return:

With respect to each Underlier,

Final Underlier Value – Initial Underlier Value
               Initial Underlier Value 

Lesser Performing Underlier: The Underlier with the lower Underlier Return
Final Underlier Value: With respect to each Underlier, the arithmetic average of the Closing Levels of that Underlier on the Averaging Dates (rounded to two decimal places)
Initial Underlier Value: With respect to the SPX Index: 2,699.63, which is the Closing Level of that Underlier on the Pricing Date
With respect to the SX5E Index: 3,397.13, which is the Closing Level of that Underlier on the Pricing Date
Closing Level*: With respect to each Underlier, Closing Level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
Averaging Dates: June 22, 2021, June 23, 2021, June 24, 2021, June 25, 2021 and June 28, 2021
Maturity Date: July 2, 2021
Calculation Agent: Barclays Bank PLC
CUSIP/ISIN: 06746XGQ0 / US06746XGQ07
*If an Underlier is discontinued or if the sponsor of an Underlier fails to publish that Underlier, the Calculation Agent may select a successor underlier or, if no successor underlier is available, will calculate the value to be used as the Closing Level of that Underlier. In addition, the Calculation Agent will calculate the value to be used as the Closing Level of an Underlier in the event of certain changes in or modifications to that Underlier. For more information, see “Reference Assets—Indices—Adjustments Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement.

Each Review Date and/or Averaging Date may be postponed if that date is not a scheduled trading day with respect to either Underlier or if a market disruption event occurs with respect to either Underlier on that date as described under “Reference Assets—Indices—Market Disruption Events for Securities with an Index of Equity Securities 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 prospectus supplement. In addition, a Call Settlement Date and/or the Maturity Date will be postponed if that day is not a business day or if the relevant Review Date is postponed as described under “Terms of the Notes—Payment Dates” in the accompanying prospectus supplement.

 

PS-2

 

Additional Terms Specific to the Notes

 

You should read this pricing supplement together with the prospectus dated March 30, 2018, as supplemented by the prospectus supplement dated July 18, 2016 and the index supplement dated July 18, 2016 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, 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.

 

When you read the prospectus supplement and the index supplement, note that all references to the prospectus dated July 18, 2016, or to any sections therein, should refer instead to the accompanying prospectus dated March 30, 2018, or to the corresponding sections of that prospectus.

 

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 March 30, 2018:

http://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.htm

 

·Prospectus supplement dated July 18, 2016:

http://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

 

·Index supplement dated July 18, 2016:

http://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.htm

 

Our SEC file number is 1-10257. As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.

 

PS-3

 


Consent to U.K. Bail-in Power

 

Notwithstanding any other agreements, arrangements or understandings between us and any holder of the Notes, by acquiring the Notes, each holder 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 an 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 of the Notes such shares, securities or obligations); and/or (iii) 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 of the Notes further acknowledges and agrees that the rights of the holders 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 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—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 could materially adversely affect the value of the securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

 

PS-4

 

Scenario Analysis and Hypothetical Examples

 

The following examples are hypothetical and are provided for illustrative purposes only. They do not purport to be representative of every possible scenario concerning increases or decreases in the value of the Underliers relative to their respective Initial Underlier Values. We cannot predict the Closing Level of either Underlier on any day during the term of the Notes, including on the Review Dates or Averaging Dates. You should not take these examples as an indication or assurance of the expected performance of the Underliers. The numbers appearing in the examples below have been rounded for ease of analysis. These examples do not take into account any tax consequences from investing in the Notes. The “total return” as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the total payment on the Notes per $1,000 principal amount Note to the $1,000 issue price. The following examples illustrate amounts payable on a hypothetical offering of the Notes under various scenarios, based on the following assumptions:

 

Principal Amount: $1,000
Term: Approximately 3 years
Hypothetical Initial Underlier Value*: 100.00 for the SPX Index and 100.00 for the SX5E Index
Call Price: As set forth in the “Call Price” column in the table under “Key Terms—Payment Upon an Automatic Call” on the cover page of this pricing supplement.
Review Dates: As set forth in the “Review Dates” column in the table under “Key Terms— Payment Upon an Automatic Call” on the cover page of this pricing supplement.
Hypothetical Barrier Value*: 80.00 for the SPX Index and 80.00 for the SX5E Index (which, with respect to each Underlier, is 80% of the hypothetical Initial Underlier Value of that Underlier)
*Terms used for purposes of these hypothetical examples do not represent the actual Initial Underlier Values or Barrier Values. The hypothetical Initial Underlier Values of 100.00 for the SPX Index and 100.00 for the SX5E Index have been chosen for illustrative purposes only and do not represent the actual Initial Underlier Value for either Underlier. The actual Initial Underlier Value and Barrier Value for each Underlier are set forth under “Key Terms” above. For historical Closing Levels of the Underliers, see the historical information set forth under the sections titled “The S&P 500® Index” and “The EURO STOXX 50® Index” below.

 

Example 1 — Notes Are Automatically Called on the First Review Date

 

Date Closing Level Payment (per Note)
First Review Date SPX Index: 130.00 Closing Level of each Underlier at or above its Initial Underlier Value; Notes are automatically called; Issuer pays the Call Price applicable to the first Review Date on the related Call Settlement Date.
SX5E Index: 120.00
Total Payment (per $1,000 Note): $1,123.70 (12.37% total return on the Notes)

 

Because the Closing Level of each Underlier on the first Review Date is greater than or equal to its Initial Underlier Value, the Notes are automatically called on the first Review Date for a cash payment on the related Call Settlement Date of $1,123.70 per $1,000 principal amount Note, which is equal to the Call Price applicable to the first Review Date. No further amounts will be owed to you under the Notes.

 

As indicated in this example, any positive return on your Notes will not exceed the Call Price with respect to the applicable Review Date, regardless of any appreciation in the value of either Underlier, which may be significant.

 

PS-5

 

Example 2 — Notes Are Automatically Called on the Final Review Date

 

Date Closing Level Payment (per Note)
First Review Date SPX Index: 90.00 Closing Level of at least one Underlier below its Initial Underlier Value; Notes NOT automatically called
SX5E Index: 130.00
Second Review Date SPX Index: 105.00 Closing Level of at least one Underlier below its Initial Underlier Value; Notes NOT automatically called
SX5E Index: 90.00
  Final Underlier Value  
Final Review Date SPX Index: 95.00 Final Underlier Value of each Underlier at or above its Barrier Value; Notes are automatically called; Issuer pays the Call Price applicable to the Final Review Date on the Maturity Date.
SX5E Index: 105.00
Total Payment (per $1,000 Note): $1,371.10 (37.11% total return on the Notes)

 

In this example, the Notes are not automatically called prior to the Final Review Date because the Closing Level of at least one Underlier on each Review Date preceding the Final Review Date is less than its Initial Underlier Value, even though the other Underlier has appreciated.

 

However, because the Final Underlier Value of each Underlier on the Final Review Date is greater than or equal to its Barrier Value, the Notes are automatically called on the Final Review Date for a payment on the Maturity Date of $1,371.10 per $1,000 principal amount Note, which is equal to the Call Price applicable to the Final Review Date. No further amounts will be owed to you under the Notes.

 

PS-6

 

Example 3 — Notes are NOT Automatically Called

 

Date Closing Level Payment (per Note)
First Review Date SPX Index: 85.00 Closing Level of at least one Underlier below its Initial Underlier Value; Notes NOT automatically called
SX5E Index: 110.00
Second Review Date SPX Index: 80.00 Closing Level of at least one Underlier below its Initial Underlier Value; Notes NOT automatically called
SX5E Index: 115.00
  Final Underlier Value  
Final Review Date SPX Index: 50.00 Final Underlier Value of at least one Underlier below Barrier Value; Notes NOT automatically called. The Issuer will repay less than the principal amount resulting in a loss proportionate to the decline of SPX Index, which is the Lesser Performing Underlier.
SX5E Index: 105.00
Total Payment (per $1,000 Note): $500.00 (a 50.00% loss on the Notes)

 

In this example, the Notes are not automatically called prior to the Final Review Date because the Closing Level of at least one Underlier on each Review Date preceding the Final Review Date is less than its Initial Underlier Value, even though the other Underlier has appreciated.

 

In addition, the Notes are not automatically called on the Final Review Date because the Final Underlier Value of at least one Underlier on the Final Review Date is less than its Barrier Value. Because the Final Underlier Value of at least one Underlier is less than its Barrier Value and the Underlier Return of the Lesser Performing Underlier is -50.00%, at maturity, the Issuer will pay a total of $500.00 per $1,000 principal amount, calculated as follows:

 

$1,000 + ($1,000 × Underlier Return of the Lesser Performing Underlier)

 

Step 1: Determine the Underlier Return of each Underlier:

 

Underlier Return of the SPX Index:

 

Final Underlier Value – Initial Underlier Value = 50.00 – 100.00 = -50.00%
Initial Underlier Value 100.00

 

Underlier Return of the SX5E Index:

 

Final Underlier Value – Initial Underlier Value = 105.00 – 100.00 = 5.00%
Initial Underlier Value 100.00

 

Step 2: Determine the Lesser Performing Underlier. The SPX Index is the Underlier with the lower Underlier Return.

 

Step 3: Calculate the Payment at Maturity:

 

$1,000 + ($1,000 × Underlier Return of the Lesser Performing Underlier)

 

= $1,000 + ($1,000 × -50.00%) = $500.00

 

As this example illustrates, if the Notes have not been previously called and if the Final Underlier Value of either Underlier is less than its Barrier Value, you will incur a loss on the securities at maturity, even if the other Underlier has appreciated.

 

PS-7

 

 

 

Selected Purchase Considerations

 

The Notes are not suitable for all investors. The Notes may be a suitable investment for you if all of the following statements are true:

 

·You do not seek an investment that produces periodic interest or coupon payments or other sources of current income.

 

·You seek the potential for a fixed return equal to the applicable Call Premium if (i) the Closing Level of each Underlier on any Review Date preceding the Final Review Date is greater than or equal to its Initial Underlier Value or (ii) the Final Underlier Value of each Underlier is greater than or equal to its Barrier Value.

 

·You understand and accept that if the securities are not automatically called, you will not receive any positive return on the Notes, and you will lose a significant portion or all of your investment at maturity.

 

·You understand and accept that any positive return on the Notes will be limited by the applicable Call Price and you will not participate in any appreciation in the value of either Underlier, which may be significant.

 

·You are willing and able to accept the individual market risk of each Underlier and you understand that poor performance by either Underlier over the term of the Notes may negatively affect your return and will not be offset or mitigated by any positive performance by the other Underlier.

 

·You are willing and able to accept the risks associated with an investment linked to the performance of the Lesser Performing Underlier, as explained in more detail in the “Selected Risk Considerations” section of this pricing supplement.

 

·You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the securities composing the Underliers, nor will you have any voting rights with respect to the securities composing the Underliers.

 

·You understand that if the Notes are automatically called on an earlier Review Date, you will receive a lower Call Price than if the Notes were called on a later Review Date and that you will not receive the highest Call Price if the Notes are automatically called prior to the Final Review Date.

 

·You are willing and able to accept the risk that the Notes may be automatically called prior to scheduled maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield.

 

·You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the Notes to maturity if the Notes are not automatically called.

 

·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 a suitable investment for you if any of the following statements are true:

 

·You seek an investment that produces periodic interest or coupon payments or other sources of current income.

 

·You seek an investment that provides for the full repayment of principal at maturity.

 

·You anticipate that the Closing Level of either Underlier on any Review Date preceding the Final Review Date will be less than its Initial Underlier Value and that the Final Underlier Value will be less than its Barrier Value.

 

·You do not understand or are unable to accept that if the securities are not automatically called, you will not receive any positive return on the Notes, and you will lose a significant portion or all of your investment at maturity.

 

·You seek an investment that provides for participation in any upside performance of either Underlier above the applicable Call Price.

 

·You do not understand or are unable to accept the individual market risk of each Underlier or you do not understand that poor performance by either Underlier over the term of the Notes may negatively affect your return and will not be offset or mitigated by any positive performance by the other Underlier.

 

·You are unwilling or unable to accept the risks associated with an investment linked to the performance of the Lesser Performing Underlier, as explained in more detail in the “Selected Risk Considerations” section of this pricing supplement.

 

·You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the securities composing the Underliers.

 

·You are unwilling or unable to accept the risk that the Notes may be automatically called prior to scheduled maturity.

 

·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 they are not automatically called.

 

·You are unwilling or unable to assume our credit risk for all payments on the Notes.

 

PS-8

 

·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 suitability of the Notes in light of your investment objectives and the specific information set forth in this pricing supplement, the prospectus, the prospectus supplement and the index supplement. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.

 

PS-9

 

Tax Consequences

 

You should review carefully the sections entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,” in the accompanying prospectus supplement. The following discussion, when read in combination with those sections, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Notes. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.

 

Based on current market conditions, in the opinion of our special tax counsel, the Notes should be treated for U.S. federal income tax purposes as prepaid forward contracts with respect to the Underliers. Assuming this treatment 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. This gain or loss on your Notes should be treated as long-term capital gain or loss if you hold your Notes for more than a year, whether or not you are an initial purchaser of Notes at the original issue price. However, the Internal Revenue Service (the “IRS”) or a court may not respect this treatment, in which case the timing and character of any income or loss on the Notes could be materially and adversely 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; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. 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 and adversely 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.

 

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, 2019 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.

 

PS-10

 

Selected Risk Considerations

 

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in either or both of the Underliers or any of the securities composing the Underliers. These risks are explained in more detail in the “Risk Factors” section of the prospectus supplement, including but not limited to the risk factors discussed under the following headings:

 

·“Risk Factors—Risks Relating to the Securities Generally”;

 

·“Risk Factors— Additional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of Equity Securities or Exchange-Traded Funds that Hold Equity Securities”; and

 

·“Risk Factors—Additional Risks Relating to Securities That We May Call or Redeem (Automatically or Otherwise).”

 

In addition to the risks discussed under the headings above, you should consider the following:

 

·You May Lose Some or All of Your Principal — The Notes differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount at maturity. If the Closing Level of either Underlier is less than its Initial Underlier Value on each Review Date preceding the Final Review Date and if the Final Underlier Value of either Underlier is less than its Barrier Value on the Final Review Date, the Notes will not be automatically called. Instead, you will receive a payment at maturity based on the performance of the Lesser Performing Underlier, and you will lose 1% of the principal amount of your Notes for every 1% that the Final Underlier Value of the Lesser Performing Underlier is less than its Initial Underlier Value. Accordingly, if the Notes are not automatically called, the Notes will be fully exposed to the decline in the value of the Lesser Performing Underlier, as measured from its Initial Underlier Value to its Final Underlier Value, and you will lose a significant portion or all of your investment at maturity.

 

·Your Maximum Gain on the Notes Is Limited to the Applicable Call Price — Any positive return on your Notes will not exceed the Call Price with respect to the applicable Review Date, regardless of any appreciation in the value of either Underlier, which may be significant. If, as of any Review Date, either Underlier has appreciated since the Pricing Date by more than the percentage represented by the applicable Call Price, you will receive a lower return on the Notes than you would have received if you had invested directly in that Underlier. In addition, if the Notes are automatically called on an earlier Review Date, you will receive a lower Call Price than if the Notes were called on a later Review Date. Accordingly, you will not receive the highest potential Call Price if the Notes are automatically called before the Final Review Date.

 

·Because the Notes Are Linked to the Lesser Performing Underlier, the Securities Are Less Likely to Be Automatically Called for the Applicable Call Price and You Are Exposed to a Greater Risk of Sustaining a Significant Loss on Your Investment at Maturity Than If the Notes Were Linked to a Single Underlier — The likelihood of the Notes being automatically called on any Review Date for the applicable Call Price is lower, and the risk that you will lose a significant portion or all of your initial investment 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 two Underliers, it is more likely that the Closing Level of either Underlier will be less than its Initial Underlier Value on the specified Review Dates and that the Final Underlier Value of either Underlier will be less than its Barrier Value on the Final Review Date. As a result, it is less likely that the Notes will be automatically called for the applicable Call Price and more likely that you will suffer a significant loss on your investment at maturity. In addition, if the performances of the Underliers are not correlated to each other, the likelihood of the Notes being automatically called on any Review Date for the applicable Call Price is even lower and the likelihood of you sustaining a significant loss on your investment is even greater.

 

·You Are Exposed to the Market Risk of Each Underlier — Your return on the Notes is not linked to a basket consisting of each Underlier. 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 either Underlier over the term of the Notes may negatively affect your return and will not be offset or mitigated by any increases or lesser declines in the level of the other Underlier. In order for the Notes to be automatically called on any Review Date preceding the Final Review Date for the applicable Call Price, the Closing Level of each Underlier on any Review Date must be greater than or equal to its Initial Underlier Value. In order for the Notes to be automatically called on the Final Review Date for the applicable Call Price, the Final Underlier Value of each Underlier must be greater than or equal to its Barrier Value. In addition, if the Notes are not automatically called, that means that the Final Underlier Value of at least one Underlier is less than its Barrier Value. Under these circumstances, you will be exposed to the full decline in the value of the Lesser Performing Underlier, as measured from its Initial Underlier Value to its Final Underlier Value, regardless of the performance of the other Underlier. Accordingly, your investment is subject to the market risk of each Underlier.

 

·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 might not receive any amount owed to you under the terms of the Notes.

 

PS-11

 

·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 any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring the Notes, each holder 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 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 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 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 could materially adversely affect the value of the securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

 

·Reinvestment Risk — If your Notes are automatically called early, the term of the Notes could be as short as approximately 54 weeks. 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 called prior to the Maturity Date. For the avoidance of doubt, the fees and commissions described on the cover of this pricing supplement will not be rebated if the Notes are automatically called prior to the Maturity Date. For the avoidance of doubt, the fees and commissions described on the cover of this pricing supplement will not be rebated if the Notes are automatically called early.

 

·Contingent Repayment of Principal Applies Only at Maturity — You should be willing to hold your Notes to maturity unless the Notes are automatically called prior to the Maturity Date. Although the Notes provide for the repayment of your principal at maturity if the Final Underlier Value of each Underlier is greater than or equal to its Barrier Value, which would result in the Notes being automatically called on the Final Review Date and you receiving the Call Price on the Maturity Date, if you sell your Notes prior to maturity in the secondary market, if any, you may have to sell your Notes at a loss relative to your initial investment even if at that time the value of each Underlier is greater than or equal to its Barrier Value. See “Many Economic and Market Factors Will Impact the Value of the Notes” below.

 

·No Interest Payments — As a holder of the Notes, you will not receive interest payments.

 

·The Notes are Subject to Volatility Risk — Volatility is a measure of the degree of variation in the levels of the Underliers over a period of time. The Call Prices were determined based on a number of factors, including the expected volatility of the Underliers. The Call Prices represent a rate of return that is higher than the fixed rate that we would pay on a conventional debt security of the same tenor and will be higher than they otherwise would have been had the expected volatility of the Underliers, calculated at the time the terms of the Notes were set, been lower. As volatility of an Underlier increases, there will typically be a greater likelihood that the Closing Level of that Underlier will be less than its Initial Underlier Value on one or more Review Dates preceding the Final Review Date and that the Final Underlier Value of that Underlier will be less than its Trigger Value.

 

Accordingly, you should understand that higher Call Prices will reflect, among other things, an indication of a lower likelihood that the Notes will be automatically called on any Review Date for the applicable Call Price and a greater likelihood that you will incur a loss of principal at maturity than would have been the case had the Call Prices been lower. In addition, actual volatility over the term of the Notes may be significantly higher than the expected volatility at the time the terms of the Notes were determined. If actual volatility is higher than expected, the likelihood of the Notes being automatically called on any Review Date for the applicable Call Price is even lower and you will face an even greater risk that you will lose a significant portion or all of your principal at maturity for the reasons described above.

 

·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.

 

·Owning the Notes Is Not the Same as Owning the Securities Composing Either or Both of the Underliers — The return on your Notes may not reflect the return you would realize if you actually owned the securities composing either or both of

 

PS-12

 

the Underliers. For instance, as a holder of the Notes, you will not have voting rights, rights to receive cash dividends or any other distributions or other rights that holders of the securities composing either Underlier would have.

 

·Each Underlier Reflects the Price Return of the Securities Composing that Underlier, Not the Total Return — The return on the Notes is based on the performance of the Underliers, which reflect changes in the market prices of the securities composing each Underlier. Each Underlier is not a “total return” index that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the applicable Underlier. Accordingly, the return on the Notes will not include such a total return feature.

 

·Non-U.S. Securities Markets Risks with respect to the SX5E Index — The equity securities composing the SX5E Index are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked to the value of such non-U.S. equity securities, such as the Notes, involve risks associated with the securities markets in the home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global regions, including changes in government, economic and fiscal policies and currency exchange laws.

 

·No Direct Exposure to Fluctuations in Exchange Rates between the U.S. Dollar and the Euro — The SX5E Index is composed of non-U.S. securities denominated in euros. Because the level of the SX5E Index is also calculated in euros (and not in U.S. dollars), the performance of the SX5E Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. In addition, any payments on the Notes determined based in part on the performance of the SX5E Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. Therefore, holders of the Notes will not benefit from any appreciation of the euro relative to the U.S. dollar.

 

·Many Economic and Market Factors Will Impact the Value of the Notes — In addition to the value of the Underliers on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:

 

othe expected volatility of the Underliers and the securities composing the Underliers;

 

ocorrelation (or lack of correlation) of the Underliers;

 

othe time to maturity of the Notes;

 

othe market prices of and dividend rates on the securities composing the Underliers;

 

ointerest and yield rates in the market generally;

 

osupply and demand for the Notes;

 

oa variety of economic, financial, political, regulatory and judicial events;

 

othe exchange rates relative to the U.S. dollar with respect to each of the currencies in which the securities composing the SX5E Index trade; and

 

oour 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 Pricing 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 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.

 

·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 Pricing 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 Pricing 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

 

PS-13

 

models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions that 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 Pricing 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 Pricing 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.

 

·We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect Your 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 or their components. In any such market making, trading and hedging activity, investment banking 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; if an Underlier is discontinued or if the sponsor of an Underlier fails to publish that Underlier, selecting a successor underlier or, if no successor underlier is available, determining any value necessary to calculate any payments on the Notes; and calculating the value of an Underlier on any date of determination in the event of certain changes in or modifications to an Underlier. 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.

 

·The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and we do not plan to request a ruling from the IRS. Consequently, significant aspects of the tax treatment of the Notes are uncertain, and the IRS or a court might not agree with the treatment of the Notes as prepaid forward contracts, as described above under “Tax Consequences.” If the IRS were

 

PS-14

 

successful in asserting an alternative treatment for the Notes, the tax consequences of the ownership and disposition of the Notes could be materially and adversely affected. In addition, in 2007 the Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect. You should review carefully the sections of 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” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,” and consult your tax advisor regarding the U.S. federal tax consequences of an investment in the Notes (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

PS-15

 

The S&P 500® Index

 

The SPX Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the SPX Index, see “Indices—The S&P U.S. Indices” in the accompanying index supplement, as supplemented by the following updated information. Beginning in June 2016 (or July 2017, in the case of IEX), U.S. common equities listed on Bats BZX, Bats BYX, Bats EDGA, Bats EDGX or IEX were added to the universe of securities that are eligible for inclusion in the SPX Index and, effective March 10, 2017, the minimum unadjusted company market capitalization for potential additions to the SPX Index was increased to $6.1 billion from $5.3 billion. In addition, as of July 31, 2017, the securities of companies with multiple share class structures are no longer eligible to be added to the SPX Index, but securities already included in the SPX Index have been grandfathered and are not affected by this change.

 

Historical Information

 

The following table sets forth the quarterly high, low and period-end Closing Levels for the SPX Index, based on daily Closing Levels of the SPX Index. The graph below sets forth the performance of the SPX Index from January 3, 2013 to June 27, 2018, based on the daily Closing Levels of the SPX Index. The Closing Level of the SPX Index on June 27, 2018 was 2,699.63.

 

We obtained the Closing Levels of the SPX Index from Bloomberg, without independent verification. Historical performance of the SPX Index should not be taken as an indication of future performance. Future performance of the SPX Index may differ significantly from historical performance, and no assurance can be given as to the Closing Level of the SPX Index during the term of the Notes, including on any of the Review Dates or Averaging Dates. We cannot give you assurance that the performance of the SPX Index will not result in a loss on your initial investment.

 

Quarter Begin   Quarter End   Quarterly High   Quarterly Low   Quarterly Close
1/1/2013   3/31/2013   1,569.19   1,457.15   1,569.19
4/1/2013   6/30/2013   1,669.16   1,541.61   1,606.28
7/1/2013   9/30/2013   1,725.52   1,614.08   1,681.55
10/1/2013   12/31/2013   1,848.36   1,655.45   1,848.36
1/1/2014   3/31/2014   1,878.04   1,741.89   1,872.34
4/1/2014   6/30/2014   1,962.87   1,815.69   1,960.23
7/1/2014   9/30/2014   2,011.36   1,909.57   1,972.29
10/1/2014   12/31/2014   2,090.57   1,862.49   2,058.90
1/1/2015   3/31/2015   2,117.39   1,992.67   2,067.89
4/1/2015   6/30/2015   2,130.82   2,057.64   2,063.11
7/1/2015   9/30/2015   2,128.28   1,867.61   1,920.03
10/1/2015   12/31/2015   2,109.79   1,923.82   2,043.94
1/1/2016   3/31/2016   2,063.95   1,829.08   2,059.74
4/1/2016   6/30/2016   2,119.12   2,000.54   2,098.86
7/1/2016   9/30/2016   2,190.15   2,088.55   2,168.27
10/1/2016   12/31/2016   2,271.72   2,085.18   2,238.83
1/1/2017   3/31/2017   2,395.96   2,257.83   2,362.72
4/1/2017   6/30/2017   2,453.46   2,328.95   2,423.41
7/1/2017   9/30/2017   2,519.36   2,409.75   2,519.36
10/1/2017   12/31/2017   2,690.16   2,529.12   2,673.61
1/1/2018   3/31/2018   2,872.87   2,581.00   2,640.87
4/1/2018   6/27/2018*   2,786.85   2,581.88   2,699.63

 

* Information for the second calendar quarter of 2018 includes data for the period from April 1, 2018 through June 27, 2018. Accordingly, the “Quarterly High,” “Quarterly Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the second calendar quarter of 2018.

 

PS-16

 

 

* The dotted line indicates the Barrier Value for the SPX Index of 80% of its Initial Underlier Value.

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

PS-17

 

The EURO STOXX 50® Index

 

The SX5E Index is composed of 50 component stocks of market leaders in terms of free-float market capitalization from 11 Eurozone countries: Austria, Belgium, Finland, France, Germany, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. At any given time, some eligible countries may not be represented in the SX5E Index. For more information about the SX5E Index, see “Indices—The EURO STOXX 50® Index” in the accompanying index supplement.

 

Historical Information

 

The following table sets forth the quarterly high, low and period-end Closing Levels for the SX5E Index, based on daily Closing Levels of the SX5E Index. The graph below sets forth the performance of the SX5E Index from January 2, 2013 to June 27, 2018, based on the daily Closing Levels of the SX5E Index. The Closing Level of the SX5E Index on June 27, 2018 was 3,397.13.

 

We obtained the Closing Levels of the SX5E Index from Bloomberg, without independent verification. Historical performance of the SX5E Index should not be taken as an indication of future performance. Future performance of the SX5E Index may differ significantly from historical performance, and no assurance can be given as to the Closing Level of the SX5E Index during the term of the Notes, including on any of the Review Dates or Averaging Dates. We cannot give you assurance that the performance of the SX5E Index will not result in a loss on your initial investment.

 

Quarter Begin   Quarter End   Quarterly High   Quarterly Low   Quarterly Close
1/1/2013   3/31/2013   2,749.27   2,570.52   2,624.02
4/1/2013   6/30/2013   2,835.87   2,511.83   2,602.59
7/1/2013   9/30/2013   2,936.20   2,570.76   2,893.15
10/1/2013   12/31/2013   3,111.37   2,902.12   3,109.00
1/1/2014   3/31/2014   3,172.43   2,962.49   3,161.60
4/1/2014   6/30/2014   3,314.80   3,091.52   3,228.24
7/1/2014   9/30/2014   3,289.75   3,006.83   3,225.93
10/1/2014   12/31/2014   3,277.38   2,874.65   3,146.43
1/1/2015   3/31/2015   3,731.35   3,007.91   3,697.38
4/1/2015   6/30/2015   3,828.78   3,424.30   3,424.30
7/1/2015   9/30/2015   3,686.58   3,019.34   3,100.67
10/1/2015   12/31/2015   3,506.45   3,069.05   3,267.52
1/1/2016   3/31/2016   3,178.01   2,680.35   3,004.93
4/1/2016   6/30/2016   3,151.69   2,697.44   2,864.74
7/1/2016   9/30/2016   3,091.66   2,761.37   3,002.24
10/1/2016   12/31/2016   3,290.52   2,954.53   3,290.52
1/1/2017   3/31/2017   3,500.93   3,230.68   3,500.93
4/1/2017   6/30/2017   3,658.79   3,409.78   3,441.88
7/1/2017   9/30/2017   3,594.85   3,388.22   3,594.85
10/1/2017   12/31/2017   3,697.40   3,503.96   3,503.96
1/1/2018   3/31/2018   3,672.29   3,278.72   3,361.50
4/1/2018   6/27/2018*   3,592.18   3,340.35   3,397.13

 

* Information for the second calendar quarter of 2018 includes data for the period from April 1, 2018 through June 27, 2018. Accordingly, the “Quarterly High,” “Quarterly Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the second calendar quarter of 2018.

 

PS-18

 

 

* The dotted line indicates the Barrier Value for the SX5E Index of 80% of its Initial Underlier Value.

 

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

 

PS-19

 

Certain Employee Retirement Income Security Act Considerations

 

Your purchase of a Note in an Individual Retirement Account (an “IRA”), will be deemed to be a representation and warranty by you, as a fiduciary of the IRA and also on behalf of the IRA, that (i) neither the Issuer, the placement agent nor any of their respective affiliates has or exercises any discretionary authority or control or acts in a fiduciary capacity with respect to the IRA assets used to purchase the Note or renders investment advice (within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act (“ERISA”)) with respect to any such IRA assets and (ii) in connection with the purchase of the Note, the IRA will pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA) and in connection with any redemption of the Note pursuant to its terms will receive at least adequate consideration, and, in making the foregoing representations and warranties, you have (x) applied sound business principles in determining whether fair market value will be paid, and (y) made such determination acting in good faith.

 

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 Pricing 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 Pricing 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 Pricing 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 Pricing 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 Pricing Date for a temporary period expected to be approximately three months after the initial Issue Date of the Notes 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-10 of this pricing supplement.

 

Supplemental Plan of Distribution

 

J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. will act as placement agents for the Notes pursuant to separate placement agency agreements with the Issuer. The placement agents will forgo fees for sales to fiduciary accounts. The placement agents will receive a fee from the Issuer or one of its affiliates per Note as specified on the cover of this pricing supplement.

 

We expect that delivery of the Notes will be made against payment for the Notes on the Issue Date indicated on the cover of this pricing supplement, which is expected to be more than two business days following the Pricing Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to two business days before delivery will be required, by virtue of the fact that the Notes will initially settle in more than two business days, to specify alternative settlement arrangements to prevent a failed settlement. See “Plan of Distribution (Conflicts of Interest)” in the prospectus supplement.

 

PS-20

 

The Notes are not intended to be offered, sold or otherwise made available to and may not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA Retail Investor”). For these purposes, an EEA Retail Investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended from time to time, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling such Notes or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.

 

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 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 June 28, 2017, filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on June 28, 2017, 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 letter of Davis Polk & Wardwell LLP, dated June 28, 2017, which has been filed as an exhibit to the report on Form 6-K referred to above.

 

PS-21

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