0000950103-18-013309.txt : 20181113 0000950103-18-013309.hdr.sgml : 20181113 20181113103140 ACCESSION NUMBER: 0000950103-18-013309 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20181113 DATE AS OF CHANGE: 20181113 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: 181176016 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 dp98277_424b2-2085ms.htm FORM 424B2

The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement and the accompanying prospectus, prospectus supplement and index supplement do not constitute an offer to sell the securities and we are not soliciting an offer to buy the securities in any state where the offer or sale is not permitted.

Subject to Completion. Dated November 13, 2018

November 2018

Registration Statement No. 333-212571

Pricing Supplement dated November , 2018

Filed pursuant to Rule 424(b)(2)

STRUCTURED INVESTMENTS

Opportunities in International Equities

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

Unlike conventional debt securities, the securities will pay no interest and provide for a minimum payment at maturity of only 95% of the stated principal amount. Instead, if the final underlier value is greater than the initial underlier value, at maturity investors will receive the stated principal amount plus a supplemental redemption amount equal to at least 131.00% of the appreciation of the underlier (the actual participation rate will be determined on the pricing date). However, if the final underlier value is less than the initial underlier value, at maturity investors will lose 1% of the stated principal amount for every 1% that the final underlier value is less than the initial underlier value, subject to the minimum payment at maturity. Under these circumstances, investors will lose up to 5% of their principal. The securities are for investors who seek an equity-index-based return and who are willing and able to risk up to 5% of their principal and forgo current income in exchange for the partial repayment of principal at maturity and the potential to receive a supplemental redemption amount. The securities are unsecured and unsubordinated debt obligations of Barclays Bank PLC. Any payment on the securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (as described on page 4 of this document) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the securities. See “Risk Factors” and “Consent to U.K. Bail-in Power” in this document and “Risk Factors” in the accompanying prospectus supplement.

SUMMARY TERMS
Issuer: Barclays Bank PLC
Reference asset*: MSCI Europe Index (Bloomberg ticker symbol “MXEU<Index>”) (the “underlier”)
Aggregate principal amount: $
Stated principal amount: $10 per security
Initial issue price: $10 per security (see “Commissions and initial issue price” below)
Pricing date: November 30, 2018
Original issue date: December 5, 2018
Valuation date: November 30, 2020
Maturity date: December 3, 2020
Interest: None
Payment at maturity:

You will receive on the maturity date a cash payment per security determined as follows:

 

·          If the final underlier value is greater than the initial underlier value:

 

$10 + supplemental redemption amount

 

·          If the final underlier value is less than or equal to the initial underlier value:

 

$10 + ($10 × underlier return), subject to the minimum payment at maturity

 

If the final underlier value is less than the initial underlier value, investors will lose up to 5% of their principal. Any payment on the securities, including any repayment of principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.

U.K. Bail-in Power acknowledgment: Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the securities, by acquiring the securities, each holder of the securities acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page 4 of this document.
Supplemental redemption amount: (i) $10 times (ii) the underlier return times (iii) the participation rate, provided that the supplemental redemption amount will not be less than $0.
Participation rate: At least 131.00%. The actual participation rate will be determined on the pricing date.
Underlier return: (final underlier value – initial underlier value) / initial underlier value
Minimum payment at maturity: $9.50 per security (95% of the stated principal amount)
Initial underlier value:         , which is the closing level of the underlier on the pricing date
Final underlier value: The closing level of the underlier on the valuation date
Closing level*: Closing level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
Additional terms: Terms used in this document, but not defined herein, will have the meanings ascribed to them in the prospectus supplement.
CUSIP / ISIN: 06746V628 / US06746V6285
Listing: The securities will not be listed on any securities exchange.
Selected dealer: Morgan Stanley Wealth Management (“MSWM”)
Commissions and initial issue price: Initial issue price(1) Price to public(1) Agent’s commissions Proceeds to issuer
Per security $10 $10

$0.20 (2)

$0.05(3)

$9.75
Total $ $ $ $
           
(1)Our estimated value of the securities on the pricing date, based on our internal pricing models, is expected to be between $9.429 and $9.629 per security. The estimated value is expected to be less than the initial issue price of the securities. See “Additional Information Regarding Our Estimated Value of the Securities” on page 3 of this document.

 

(2)Morgan Stanley Wealth Management and its financial advisors will collectively receive from the agent, Barclays Capital Inc., a fixed sales commission of $0.20 for each security they sell. See “Supplemental Plan of Distribution” in this document.

 

(3)Reflects a structuring fee payable to Morgan Stanley Wealth Management by the agent or its affiliates of $0.05 for each security.

 

* If the underlier is discontinued or if the sponsor of the underlier fails to publish the 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 the underlier. In addition, the calculation agent will calculate the value to be used as the closing level of the underlier in the event of certain changes in or modifications to the underlier. For more information, see “Reference Assets—Indices—Adjustments Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement.

 

Expected. In the event that we make any change to the pricing date or the original issue date, the valuation date and/or the maturity date may be changed so that the stated term of the securities remains the same. The valuation date may be postponed if the valuation date is not a scheduled trading day or if a market disruption event occurs on the valuation date as described under “Reference Assets—Indices—Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset” in the accompanying prospectus supplement. In addition, the maturity date will be postponed if that day is not a business day or if the valuation date is postponed as described under “Terms of the Notes—Payment Dates” in the accompanying prospectus supplement.

 

One or more of our affiliates may purchase up to 15% of the aggregate principal amount of the securities and hold such securities for investment for a period of at least 30 days. Accordingly, the total principal amount of the securities may include a portion that was not purchased by investors on the original issue date. Any unsold portion held by our affiliate(s) may affect the supply of securities available for secondary trading and, therefore, could adversely affect the price of the securities in the secondary market. Circumstances may occur in which our interests or those of our affiliates could be in conflict with your interests.

 

Investing in the securities involves risks not associated with an investment in conventional debt securities. See “Risk Factors” beginning on page 10 of this document and on page S-7 of the prospectus supplement. You should read this document together with the related prospectus, prospectus supplement and index supplement, each of which can be accessed via the hyperlinks below before you make an investment decision.

 

The securities will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the securities or determined that this document is truthful or complete. Any representation to the contrary is a criminal offense.

 

The securities constitute our unsecured and unsubordinated obligations. The securities are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction. 

 

Prospectus dated March 30, 2018 Prospectus Supplement dated July 18, 2016 Index Supplement dated July 18, 2016
  Barclays Capital Inc.  
         

 

 

 

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Additional Terms of the Securities

 

You should read this document 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 the securities are a part. This document, together with the documents listed below, contains the terms of the securities 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 in “Risk Factors” in the prospectus supplement, as the securities involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the securities.

 

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 and our Central Index Key, or CIK, on the SEC website is 0000312070. As used in this document, “we,” “us” and “our” refer to Barclays Bank PLC.

 

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

 

November 2018Page 2

 

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Additional Information Regarding Our Estimated Value of the Securities

 

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize, 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 securities might be lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.

 

Our estimated value of the securities on the pricing date is expected to be less than the initial issue price of the securities. The difference between the initial issue price of the securities and our estimated value of the securities is expected to result from several factors, including any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected 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 securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development and other costs that we may incur in connection with the securities.

 

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

 

Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may initially buy or sell the securities 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 40 days after the initial issue date of the securities because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities that we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the securities and/or any agreement we may have with the distributors of the securities. The amount of our estimated costs that we effectively reimburse to investors in this way may not be 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 securities based on changes in market conditions and other factors that cannot be predicted.

 

We urge you to read “Risk Factors” beginning on page 10 of this document.

 

You may revoke your offer to purchase the securities at any time prior to the pricing date. We reserve the right to change the terms of, or reject any offer to purchase, the securities prior to their pricing date. In the event of any changes to the terms of the securities, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

 

November 2018Page 3

 

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Consent to U.K. Bail-in Power

 

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

 

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company that is 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 securities; (ii) the conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the securities into shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder of the securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the securities, or amendment of the amount of interest or any other amounts due on the securities, or the dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder of the securities further acknowledges and agrees that the rights of the holders of the securities 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 securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

 

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

 

November 2018Page 4

 

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Investment Summary

 

Partial Principal at Risk Securities

 

The Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020, which we refer to as the securities, offer at least 131.00% participation in any positive performance of the underlier. The securities provide investors:

 

§an opportunity to gain leveraged exposure to any positive performance of the underlier

 

§a minimum payment at maturity

 

§at least 131.00% participation in any appreciation of the underlier over the term of the securities

 

If the final underlier value is less than the initial underlier value, the securities are exposed on a 1:1 basis to the negative performance of the underlier, subject to the minimum payment at maturity. Any payment on the securities, including any repayment of principal, is subject to the credit risk of Barclays Bank PLC and to the exercise of any U.K. Bail-in Power by U.K. resolution authorities.

 

Maturity: Approximately 2 years
Participation rate: At least 131.00%. The actual participation rate will be determined on the pricing date.
Minimum payment at maturity: $9.50 per security (95% of the stated principal amount). Investors may lose up to 5% of their initial investment in the securities.
Interest: None

 

Key Investment Rationale

 

The securities offer leveraged exposure to any positive performance of the underlier, while providing for a minimum payment at maturity of only 95% of the stated principal amount. If the final underlier value is greater than the initial underlier value, at maturity investors will receive the stated principal amount plus a supplemental redemption amount equal to at least 131.00% of the appreciation of the underlier (the actual participation rate will be determined on the pricing date). However, if the final underlier value is less than the initial underlier value, at maturity investors will lose 1% of the stated principal amount for every 1% that the final underlier value is less than the initial underlier value, subject to the minimum payment at maturity. Under these circumstances, investors will lose up to 5% of their principal.

 

Upside Scenario The final underlier value is greater than the initial underlier value. In this case, at maturity, the securities pay the stated principal amount of $10 plus a return of at least 131.00% of the underlier return. The actual participation rate will be determined on the pricing date.
Par Scenario The final underlier value is equal to the initial underlier value. In this case, at maturity, the securities pay the stated principal amount of $10 per security.
Downside Scenario The final underlier value is less than the initial underlier value. In this case, at maturity, the securities are exposed on a 1:1 basis to the negative performance of the underlier, subject to the minimum payment at maturity. For example, if the final underlier value is 2.00% less than the initial underlier value, the securities will pay $9.80 per security, or 98% of the stated principal amount. Alternatively, if the final underlier value is 45.00% less than the initial underlier value, the securities will pay the minimum payment at maturity of $9.50 per security, or 95% of the stated principal amount.

 

November 2018Page 5

 

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Selected Purchase Considerations

 

The securities are not suitable for all investors. The securities 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 anticipate that the final underlier value will be greater than the initial underlier value, and you are willing and able to accept the risk that, if the final underlier value is less than the initial underlier value, you will lose up to 5% of the stated principal amount of your securities.

 

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

 

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

 

§You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the securities to maturity.

 

§You are willing and able to assume our credit risk for all payments on the securities.

 

§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 securities 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 anticipate that the final underlier value will be less than the initial underlier value, or you are unwilling or unable to accept the risk that, if it is, you will lose up to 5% of the stated principal amount of your securities.

 

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

 

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

 

§You seek an investment for which there will be an active secondary market and/or you are unwilling or unable to hold the securities to maturity.

 

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

 

§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 securities. You should reach a decision whether to invest in the securities after carefully considering, with your advisors, the suitability of the securities in light of your investment objectives and the specific information set forth in this document, the prospectus, the prospectus supplement and the index supplement. Neither the issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the securities for investment.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

How the Securities Work

 

Payoff Diagram

 

The payoff diagram below illustrates the payment at maturity on the securities based on the following terms:

 

Stated principal amount: $10 per security
Hypothetical participation rate: At least 131.00%. The actual participation rate will be determined on the pricing date.
Minimum payment at maturity: $9.50 per security (95% of the stated principal amount)

 

Payoff Diagram

 

 

Scenario Analysis

 

§Upside Scenario. If the final underlier value is greater than the initial underlier value, at maturity investors will receive the $10 stated principal amount plus a return of at least 131.00% of the appreciation of the underlier from the initial underlier value to the final underlier value.

 

§For example, if the underlier appreciates by 3%, at maturity investors would receive a 3.93% return, or $10.393 per security.

 

§Par Scenario. If the final underlier value is equal to the initial underlier value, at maturity investors will receive the stated principal amount of $10 per security.

 

§Downside Scenario. If the final underlier value is less than the initial underlier value, at maturity investors are exposed on a 1:1 basis to the negative performance of the underlier, subject to the minimum payment at maturity.

 

§For example, if the underlier depreciates by 2%, at maturity investors would receive a -2.00% return, or $9.80 per security.

 

§Alternatively, if the underlier depreciates by -20%, at maturity investors would receive the minimum payment at maturity of $9.50 per security, or a -5.00% return.

 

November 2018Page 7

 

Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

What Is the Total Return on the Securities at Maturity, Assuming a Range of Performances for the Underlier?

 

The following table and examples illustrate the hypothetical payment at maturity and hypothetical total return at maturity on the securities. The “total return” as used in this document is the number, expressed as a percentage, that results from comparing the payment at maturity per $10 stated principal amount to $10.00. The table and examples set forth below assume a hypothetical initial underlier value of 100.00 and a hypothetical participation rate of 131.00%. The hypothetical initial underlier value of 100.00 has been chosen for illustrative purposes only and may not represent a likely actual initial underlier value. Please see “MSCI Europe Index Overview” below for recent actual values of the underlier. The actual initial underlier value and participation rate will be determined on the pricing date. Each hypothetical payment at maturity or total return set forth below is for illustrative purposes only and may not be the actual payment at maturity or total return applicable to a purchaser of the securities. The numbers appearing in the following table and examples have been rounded for ease of analysis. The table and examples below do not take into account any tax consequences from investing in the securities.

 

Final Underlier Value Underlier Return Payment at Maturity Total Return on Securities
150.00 50.00% $16.550 65.50%
140.00 40.00% $15.240 52.40%
130.00 30.00% $13.930 39.30%
120.00 20.00% $12.620 26.20%
110.00 10.00% $11.310 13.10%
105.00 5.00% $10.655 6.55%
100.00 0.00% $10.000 0.00%
99.00 -1.00% $9.900 -1.00%
98.00 -2.00% $9.800 -2.00%
95.00 -5.00% $9.500 -5.00%
90.00 -10.00% $9.500 -5.00%
80.00 -20.00% $9.500 -5.00%
70.00 -30.00% $9.500 -5.00%
60.00 -40.00% $9.500 -5.00%
50.00 -50.00% $9.500 -5.00%
40.00 -60.00% $9.500 -5.00%
30.00 -70.00% $9.500 -5.00%
20.00 -80.00% $9.500 -5.00%
10.00 -90.00% $9.500 -5.00%
0.00 -100.00% $9.500 -5.00%

 

Hypothetical Examples of Amount Payable at Maturity

 

The following examples illustrate how the payment at maturity and total return in different hypothetical scenarios are calculated.

 

Example 1: The value of the underlier increases from the initial underlier value of 100.00 to a final underlier value of 110.00.

 

Because the final underlier value is greater than the initial underlier value, the payment at maturity is calculated as follows:

 

$10 + supplemental redemption amount

 

= $10 + ($10 × underlier return × participation rate)

 

First, calculate the underlier return:

 

underlier return = (final underlier value – initial underlier value) / initial underlier value

 

= (110.00 – 100.00) / 100.00 = 10.00%

 

Next, calculate the payment at maturity:

 

$10 + ($10 × underlier return × participation rate) = $10+ ($10 × 10.00% × 131.00%) = $11.310

 

Thus, the payment at maturity is equal to $11.310 per security, representing a 13.10% total return on the securities.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Example 2: The value of the underlier decreases from the initial underlier value of 100.00 to a final underlier value of 98.00.

 

Because the final underlier value is less than the initial underlier value, the payment at maturity is calculated as follows:

 

$10 + ($10 × underlier return), subject to the minimum payment at maturity

 

First, calculate the underlier return:

 

underlier return = (final underlier value – initial underlier value) / initial underlier value

 

= (98.00 – 100.00) / 100.00 = -2.00%

 

Next, calculate the payment at maturity:

 

$10 + ($10 × underlier return) = $10 + ($10 × -2.00%) = $9.800, subject to the minimum payment at maturity

 

Because $9.800 is greater than the minimum payment at maturity of $9.50, the payment at maturity is equal to $9.800 per security, representing a -2.00% total return on the securities.

 

Example 3: The value of the underlier decreases from the initial underlier value of 100.00 to a final underlier value of 50.00.

 

Because the final underlier value is less than the initial underlier value, the payment at maturity is calculated as follows:

 

$10 + ($10 × underlier return), subject to the minimum payment at maturity

 

First, calculate the underlier return:

 

underlier return = (final underlier value – initial underlier value) / initial underlier value

 

= (50.00 – 100.00) / 100.00 = -50.00%

 

Next, calculate the payment at maturity:

 

$10 + ($10 × underlier return) = $10 + ($10 × -50.00%) = $5.000, subject to the minimum payment at maturity

 

Because $5.000 is less than the minimum payment at maturity of $9.50, the payment at maturity is equal to $9.500 per security, representing a -5.00% total return on the securities.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 


Risk Factors

 

An investment in the securities involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the securities. Investing in the securities is not equivalent to investing directly in the underlier or any of the securities composing the underlier. The following is a non-exhaustive list of certain key risk factors for investors in the securities. For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the prospectus supplement, including the risk factors discussed under the following headings:

 

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

 

o“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.”

 

§The securities do not pay interest and may not pay more than the minimum payment at maturity. The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest and provide a minimum payment at maturity of only 95% of your principal. If the final underlier value is less than the initial underlier value, at maturity investors will lose 1% of the stated principal amount for every 1% that the final underlier value is less than the initial underlier value, subject to the minimum payment at maturity of $9.50 per security. You may lose up to 5% of your initial investment in the securities.

 

§Credit of issuer. The securities 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 securities, 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 securities 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 securities.

 

§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 securities, by acquiring the securities, each holder of the securities acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under “Consent to U.K. Bail-in Power” in this document. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result in you and other holders of the securities losing all or a part of the value of your investment in the securities or receiving a different security from the securities, which may be worth significantly less than the securities 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 securities. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the securities 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 securities. See “Consent to U.K. Bail-in Power” in this document as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of the securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus supplement.

 

§Investing in the securities is not equivalent to investing in the underlier. Investing in the securities is not equivalent to investing in the underlier or the securities composing the underlier. Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the securities composing the underlier.

 

§The securities will not be listed on any securities exchange, and secondary trading may be limited. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to offer to purchase the securities in the secondary market but are not required to do so and may cease any such market making activities at any time, without notice. Even if a secondary market develops, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because other dealers are not likely to make a secondary market for the securities, the price, if any, at which you may be able to trade your securities 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 securities. In addition, Barclays Capital Inc. or one or more of our other affiliates may at any time hold an unsold portion of the securities (as described on the cover page of this document), which may inhibit the development of a secondary market for the securities. The securities are not designed to be short-term trading instruments. Accordingly, you should be willing and able to hold your securities to maturity.

 

§The final underlier value is not based on the value of the underlier at any time other than the valuation date. The final underlier value will be based solely on the closing level of the underlier on the valuation date and the payment at maturity will be based solely on the final underlier value as compared to the initial underlier value. Therefore, if the value of the underlier has declined as of the valuation date, the payment at maturity may be significantly less than it would otherwise have been had the final underlier value been determined at a time prior to such decline or after the value of the underlier has recovered. Although the value of the underlier on the maturity date or at other times during the term of your securities may be higher than the closing level of the underlier on the valuation date, you will not benefit from the value of the underlier at any time other than on the valuation date.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

§There are risks associated with investments in securities, such as the securities, linked to the value of non-U.S. equity securities. The equity securities composing the underlier 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 securities, 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.

 

§The securities are subject to currency exchange risk. In order to calculate the value of the underlier, the prices of the securities composing the underlier are converted into U.S. dollars and those U.S. dollar prices are used to calculate the U.S. dollar value of the underlier. The U.S. dollar value of the underlier is then converted into euros by adjusting the U.S. dollar value of the underlier to reflect the return on the exchange rate between the U.S. dollar and the euro since the inception of the euro on January 1, 1999. Accordingly, your securities will be exposed to currency exchange rate risk with respect to each of the currencies in which the securities composing the underlier trade relative to the U.S. dollar and with respect to the U.S. dollar relative to the euro. Your net exposure will depend on the extent to which each of the currencies in which the securities composing the underlier trade strengthens or weakens against the U.S. dollar and the relative weights of the securities composing the underlier denominated in those currencies, as well as on the extent to which the euro strengthens or weakens against the U.S. dollar. If, taking into account the relevant weights, the U.S. dollar strengthens against the currencies in which the securities composing the underlier trade, or if the euro strengthens against the U.S. dollar, the value of the underlier will be adversely affected and any payment on the securities may be adversely affected.

 

Exchange rate movements for a particular currency are volatile and are the result of numerous factors, including the supply of, and the demand for, those currencies, as well as government policy, intervention or actions, but are also influenced significantly from time to time by political or economic developments, and by macroeconomic factors and speculative actions related to the relevant region. Of particular importance to potential currency exchange risk are:

 

oexisting and expected rates of inflation;

 

oexisting and expected interest rate levels;

 

othe balance of payments in the component countries of the underlier, the other eurozone countries and the United States and between each country and its major trading partners;

 

opolitical, civil or military unrest in the component countries of the underlier, the other eurozone countries and the United States;

 

othe extent of governmental surplus or deficit in the component countries of the underlier, the other eurozone countries and the United States; and

 

ointervention by the component countries of the underlier, the other eurozone countries or the United States in currency exchange rates, including through the imposition of currency controls.

 

All of these factors are, in turn, sensitive to the monetary, fiscal and trade policies pursued by the component countries of the underlier, the other eurozone countries, the United States and those of other countries important to international trade and finance.

 

§Adjustments to the underlier could adversely affect the value of the securities. The publisher of the underlier may discontinue or suspend calculation or publication of the underlier at any time. In these circumstances, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlier and is not precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates.

 

§Hedging and trading activity by the issuer and its affiliates could potentially adversely affect the value of the securities. The hedging or trading activities of the issuer’s affiliates and of any other hedging counterparty with respect to the securities on or prior to the pricing date and prior to maturity could adversely affect the value of the underlier and, as a result, could decrease the amount an investor may receive on the securities at maturity. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial underlier value and, therefore, the value at or above which the underlier must close on the valuation date so that the investor does not suffer a loss on their initial investment in the securities. Additionally, such hedging or trading activities during the term of the securities, including on the valuation date, could potentially affect the value of the underlier on the valuation date and, accordingly, the amount of cash an investor will receive at maturity.

 

§The market price of the securities will be influenced by many unpredictable factors. Several factors will influence the value of the securities in the secondary market and the price at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC may be willing to purchase or sell the securities in the secondary market. Although we expect that generally the value of the underlier on any day will affect the value of the securities more than any other single factor, other factors that may influence the value of the securities include:

 

othe volatility (frequency and magnitude of changes in value) of the underlier;

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

odividend rates on the securities composing the underlier;

 

ointerest and yield rates in the market;

 

otime remaining until the securities mature;

 

osupply and demand for the securities;

 

ogeopolitical conditions and economic, financial, political, regulatory and judicial events that affect the securities composing the underlier and that may affect the final underlier value;

 

oexchange rates of the U.S. dollar relative to the currencies in which the securities composing the underlier trade; and

 

oany actual or anticipated changes in our credit ratings or credit spreads.

 

The value of the underlier may be, and has recently been, volatile, and we can give you no assurance that the volatility will lessen. See “MSCI Europe Index Overview” below. You may receive less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.

 

§The estimated value of your securities is expected to be lower than the initial issue price of your securities. The estimated value of your securities on the pricing date is expected to be lower, and may be significantly lower, than the initial issue price of your securities. The difference between the initial issue price of your securities and the estimated value of the securities is expected as a result of certain factors, such as any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected 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 securities, the estimated cost that we may incur in hedging our obligations under the securities, and estimated development and other costs that we may incur in connection with the securities.

 

§The estimated value of your securities 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 securities 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 values referenced above might be lower if such estimated values were based on the levels at which our benchmark debt securities trade in the secondary market.

 

§The estimated value of the securities 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 securities 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 models and the methodologies used by us to estimate the value of the securities may not be consistent with those of other financial institutions that may be purchasers or sellers of securities in the secondary market. As a result, the secondary market price of your securities may be materially different from the estimated value of the securities determined by reference to our internal pricing models.

 

§The estimated value of your securities is not a prediction of the prices at which you may sell your securities in the secondary market, if any, and such secondary market prices, if any, will likely be lower than the initial issue price of your securities and may be lower than the estimated value of your securities. The estimated value of the securities 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 securities 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 securities 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 securities. Further, as secondary market prices of your securities 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 securities such as fees, commissions, discounts, and the costs of hedging our obligations under the securities, secondary market prices of your securities will likely be lower than the initial issue price of your securities. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the securities from you in secondary market transactions, if any, will likely be lower than the price you paid for your securities, 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 securities 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 securities. Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may initially buy or sell the securities in the secondary market (if Barclays Capital Inc. makes a market in the securities, 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 securities on the pricing date, as well as the secondary market value of the securities, for a temporary period after the initial issue date of the securities. The price at which Barclays Capital Inc. may initially buy or sell the securities 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 securities.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

§We and our affiliates, and any dealer participating in the distribution of the securities, may engage in various activities or make determinations that could materially affect your securities in various ways and create conflicts of interest. We and our affiliates play a variety of roles in connection with the issuance of the securities, as described below. In performing these roles, our and our affiliates’ economic interests are potentially adverse to your interests as an investor in the securities.

 

In connection with our normal business activities and in connection with hedging our obligations under the securities, 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 underlier or its 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 securities. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the securities 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 securities.

 

In addition, the role played by Barclays Capital Inc., as the agent for the securities, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the securities. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution of the securities and such compensation or financial benefit may serve as an incentive to sell the securities instead of other investments. Furthermore, we and our affiliates establish the offering price of the securities for initial sale to the public, and the offering price is not based upon any independent verification or valuation.

 

Furthermore, if any dealer participating in the distribution of the securities or any of its affiliates conducts hedging activities for us in connection with the securities, that participating dealer or its affiliates will expect to realize a projected profit from such hedging activities, and this projected profit will be in addition to any selling concession that the participating dealer realizes for the sale of the securities to you. This additional projected profit may create a further incentive for the participating dealer to sell the securities to you.

 

In addition to the activities described above, we will also act as the calculation agent for the securities. As calculation agent, we will determine any values of the underlier and make any other determinations necessary to calculate any payments on the securities. 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 the underlier is to be determined; if the underlier is discontinued or if the sponsor of the underlier fails to publish the underlier, selecting a successor underlier or, if no successor underlier is available, determining any value necessary to calculate any payments on the securities; and calculating the value of the underlier on any date of determination in the event of certain changes in or modifications to the underlier. In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the securities, and any of these determinations may adversely affect any payments on the securities.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

MSCI Europe Index Overview

 

The underlier is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe. The underlier currently consists of the following 15 developed market country indices: Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. The underlier covers approximately 85% of the free float-adjusted market capitalization across the European developed markets equity universe. The euro price return version of the underlier is reported under the ticker symbol “MXEU.” For more information about the underlier, see “Indices—The MSCI Indices” in the accompanying index supplement. For purposes of the accompanying index supplement, the underlier is an “MSCI Index.”

 

Information about the underlier as of market close on November 8, 2018:

 

Bloomberg Ticker Symbol: MXEU 52 Week High: 135.99
Current Closing Level: 124.00 52 Week Low: 119.14
52 Weeks Ago (11/9/2017): 131.82    

 

The following table sets forth the published high, low and period-end closing levels of the underlier for each quarter for the period of January 2, 2013 through November 8, 2018. The associated graph shows the closing levels of the underlier for each day in the same period. The closing level of the underlier on November 8, 2018 was 124.00. We obtained the closing levels of the underlier from Bloomberg Professional® service, without independent verification. Historical performance of the underlier should not be taken as an indication of future performance. Future performance of the underlier may differ significantly from historical performance, and no assurance can be given as to the closing level of the underlier during the term of the securities, including on the valuation date. We cannot give you assurance that the performance of the underlier will not result in a loss on your initial investment.

 

MSCI Europe Index High Low Period End
2013      
First Quarter 102.61 96.31 100.92
Second Quarter 106.55 94.54 97.69
Third Quarter 107.75 97.80 106.16
Fourth Quarter 112.13 104.24 112.13
2014      
First Quarter 115.34 108.35 113.81
Second Quarter 119.26 111.51 116.74
Third Quarter 119.21 111.17 117.21
Fourth Quarter 119.63 105.92 116.72
2015      
First Quarter 137.56 112.92 135.26
Second Quarter 140.92 129.19 129.19
Third Quarter 137.84 114.32 117.25
Fourth Quarter 130.03 116.73 123.11
2016      
First Quarter 123.11 102.32 113.62
Second Quarter 118.41 104.49 111.62
Third Quarter 118.29 108.01 115.82
Fourth Quarter 122.54 111.29 122.50
2017      
First Quarter 128.93 121.99 128.93
Second Quarter 133.83 127.12 128.08
Third Quarter 131.01 124.40 131.01
Fourth Quarter 133.95 129.04 131.41
2018      
First Quarter 135.99 122.39 125.01

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Second Quarter 133.99 123.89 128.08
Third Quarter 132.10 125.76 129.25
Fourth Quarter (through November 8, 2018) 129.51 119.14 124.00

 

 Underlier Historical Performance—
January 2, 2013 to November 8, 2018

 

Past performance is not indicative of future results.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Additional Information about the Securities

 

Please read this information in conjunction with the terms on the cover page of this document.

 

Additional provisions:  
Minimum ticketing size: $1,000 / 100 securities

Tax considerations:

 

You should review carefully the sections entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Indebtedness for U.S. Federal Income Tax Purposes” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,” in the accompanying prospectus supplement. The discussion below applies to you only if you are an initial purchaser of the securities; if you are a secondary purchaser of the securities, the tax consequences to you may be different. Notwithstanding that the securities do not provide for the full repayment of their principal amount at or prior to maturity, in the opinion of our special tax counsel, Davis Polk & Wardwell LLP, the securities should be treated as debt instruments for U.S. federal income tax purposes. The remainder of this discussion assumes that this treatment is correct.

 

Assuming the treatment described above is correct, in the opinion of our special tax counsel, the securities will be treated as “contingent payment debt instruments” for U.S. federal income tax purposes, as described under “—Contingent Payment Debt Instruments” in the accompanying prospectus supplement. The remainder of this discussion assumes that this treatment is correct.

 

Regardless of your method of accounting for U.S. federal income tax purposes, you generally will be required to accrue taxable interest income in each year on a constant yield to maturity basis at the “comparable yield,” as determined by us, even though we will not be required to make any payment with respect to the securities prior to maturity. Upon a sale or exchange (including redemption at maturity), you generally will recognize taxable income or loss equal to the difference between the amount received from the sale or exchange and your adjusted tax basis in the securities. You generally must treat any income as interest income and any loss as ordinary loss to the extent of previous interest inclusions, and the balance as capital loss. The deductibility of capital losses is subject to limitations.

 

The discussions herein and in the accompanying prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b).

 

After the original issue date, you may obtain the comparable yield and the projected payment schedule by requesting them from Barclays Cross Asset Sales Americas, at (212) 528-6428. Neither the comparable yield nor the projected payment schedule constitutes a representation by us regarding the actual cash settlement amount that we will pay on the securities.

 

You should consult your tax advisor regarding the U.S. federal tax consequences of an investment in the securities, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

 

Non-U.S. Holders. We do not believe that non-U.S. holders should be required to provide a Form W-8 in order to avoid 30% U.S. withholding tax with respect to the excess (if any) of the Payment at Maturity over the face amount of the securities, although the Internal Revenue Service (the “IRS”) could challenge this position. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8 or other documentation in order to establish an exemption from backup withholding, as described under the heading “—Information Reporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be required to pay any additional amounts with respect to amounts withheld.

 

Treasury regulations under Section 871(m) generally impose a withholding tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2021 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 securities do not have a “delta of one” within the meaning of the regulations, we expect that these regulations will not apply to the securities 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. If necessary, further information regarding the potential application of Section 871(m) will be provided in the pricing supplement for the securities. You should consult your tax advisor regarding the potential application of Section 871(m) to the securities.

 

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Partial Principal at Risk Securities Based on the Value of the MSCI Europe Index due December 3, 2020

 

 

Trustee: The Bank of New York Mellon
Calculation agent: Barclays Bank PLC
Use of proceeds and hedging:

The net proceeds we receive from the sale of the securities will be used for various corporate purposes as set forth in the prospectus and prospectus supplement and, in part, in connection with hedging our obligations under the securities through one or more of our subsidiaries.

 

We, through our subsidiaries or others, hedge our anticipated exposure in connection with the securities by taking positions in futures and options contracts on the underlier and any other securities or instruments we may wish to use in connection with such hedging. Trading and other transactions by us or our affiliates could affect the value of the underlier, the market value of the securities or any amounts payable on your securities. For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the prospectus supplement.

ERISA: See “Benefit Plan Investor Considerations” in the accompanying prospectus supplement.
Contact: Morgan Stanley Wealth Management clients may contact their local Morgan Stanley branch office or Morgan Stanley’s principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Morgan Stanley Structured Investment Sales at (800) 233-1087.

 

This document represents a summary of the terms and conditions of the securities. We encourage you to read the accompanying prospectus, prospectus supplement and index supplement for this offering, which can be accessed via the hyperlinks on the cover page of this document.

 

Supplemental Plan of Distribution

 

Morgan Stanley Smith Barney LLC (“Morgan Stanley Wealth Management”) and its financial advisors will collectively receive from the agent, Barclays Capital Inc., a fixed sales commission for each security they sell, and Morgan Stanley Wealth Management will receive a structuring fee for each security, in each case as specified on the cover page of this document.

 

We expect that delivery of the securities will be made against payment for the securities on the original issue date indicated on the cover of this document, 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 securities on any date prior to two business days before delivery will be required, by virtue of the fact that the securities 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.

 

The securities 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 (as amended from time to time, “MiFID”); (ii) a customer within the meaning of Directive 2002/92/EC (as amended from time to time), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended from time to time, including by Directive 2010/73/EU). 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 securities or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling such securities or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.

 

November 2018Page 17

 

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