Pricing Supplement dated December 20, 2023
(To the Prospectus dated May 23, 2022, the Prospectus Supplement dated June 27, 2022 and the
Underlying Supplement dated June 27, 2022) |
Filed Pursuant to Rule 424(b)(2)
Registration No. 333–265158
|
![]() |
$635,000
Buffered SupertrackSM Notes due December 23, 2027
Linked to the EURO STOXX 50® Index
Global Medium-Term Notes, Series A
|
Issuer:
|
Barclays Bank PLC
|
Denominations:
|
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
|
Initial Valuation Date:
|
December 20, 2023
|
Issue Date:
|
December 26, 2023
|
Final Valuation Date:*
|
December 20, 2027
|
Maturity Date:*
|
December 23, 2027
|
Reference Asset:
|
The EURO STOXX 50® Index (Bloomberg ticker symbol “SX5E <Index>”)
|
Payment at Maturity:
|
If you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you hold determined as follows:
■
If the Final Value of the Reference Asset is greater than or equal to the Initial Value, you will receive an amount per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × Reference Asset Return of the Reference Asset × Upside Leverage Factor]
■
If the Final Value of the Reference Asset is less than the Initial Value, but greater than or equal to the Buffer Value, you will receive a payment of $1,000 per $1,000 principal amount Note.
■
If the Final Value of the Reference Asset is less than the Buffer Value, you will receive an amount per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × (Reference Asset Return of the Reference Asset + Buffer Percentage)]
If the Final Value of the Reference Asset is less than the Buffer Value, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return of the Reference Asset falls below -25.00%. You may lose up to 75.00% of the principal amount of your Notes at maturity.
Any payment on the Notes 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. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (or any other resolution measure) by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Notes. See “Consent to U.K. Bail-in Power” and “Selected Risk Considerations” in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement for more information.
|
Consent to U.K. Bail-in Power:
|
Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes (or the Trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page PS-4 of this pricing supplement.
|
|
Initial Issue Price(1)(2)
|
Price to Public
|
Agent’s Commission(3)
|
Proceeds to Barclays Bank PLC(3)
|
Per Note
|
$1,000
|
100.00%
|
0.60%
|
99.40%
|
Total
|
$635,000
|
$635,000
|
$3,810
|
$631,190
|
(1)
|
Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions, fees or commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $994.00 and $1,000 per Note. Investors that hold their Notes in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those accounts, including the Notes.
|
(2)
|
Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $977.40 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–5 of this pricing supplement.
|
(3)
|
Barclays Capital Inc. will receive commissions from the Issuer of $6.00 per $1,000 principal amount Note. Barclays Capital Inc. will use these commissions to pay selling concessions or fees (including custodial or clearing fees) to other dealers.
|
Terms of the Notes, Continued
|
|
Initial Value:**
|
4,535.40, the Closing Value of the Reference Asset on December 19, 2023
|
Buffer Value:
|
3,401.55, 75.00% of the Initial Value (rounded to two decimal places)
|
Final Value:
|
The Closing Value of the Reference Asset on the Final Valuation Date
|
Closing Value:
|
The term “Closing Value” means the closing level of the Reference Asset, as further described under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
|
Buffer Percentage:
|
25.00%
|
Upside Leverage Factor:
|
2.05
|
Reference Asset Return:
|
The performance of the Reference Asset from the Initial Value to the Final Value, calculated as follows:
Final Value – Initial Value
Initial Value |
Calculation Agent:
|
Barclays Bank PLC
|
CUSIP / ISIN:
|
06745PD24 / US06745PD246
|
![]() |
●
|
Prospectus dated May 23, 2022:
|
●
|
Prospectus Supplement dated June 27, 2022:
|
●
|
Underlying Supplement dated June 27, 2022:
|
●
|
You do not seek an investment that produces periodic interest or coupon payments or other sources of current income.
|
●
|
You anticipate that the Final Value of the Reference Asset will be greater than the Buffer Value.
|
●
|
You understand and accept the risk that the payment at maturity will be based solely on the Reference Asset Return of the Reference Asset.
|
●
|
You can tolerate a loss of up to 75.00% of your principal amount, and you are willing and able to make an investment that may have the downside market risk of an investment in the Reference Asset.
|
●
|
You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of a Reference Asset or any securities to which a Reference Asset provides exposure, nor will you have any voting rights with respect to a Reference Asset or any securities to which a Reference Asset provides exposure.
|
●
|
You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Reference Asset.
|
●
|
You can tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside fluctuations in the value of the Reference Asset.
|
●
|
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.
|
●
|
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.
|
●
|
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, and/or you are unwilling or unable to accept the risk that you may lose up to 75.00% of the principal amount of the Notes in the event that the Final Value of the Reference Asset falls below the Buffer Value.
|
●
|
You anticipate that the Final Value of the Reference Asset will be less than the Buffer Value.
|
●
|
You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of the Reference Asset.
|
●
|
You seek an investment that entitles you to dividends or distributions on, or voting rights related to a Reference Asset or any securities to which a Reference Asset provides exposure.
|
●
|
You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside fluctuations in the value of the Reference Asset.
|
●
|
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.
|
●
|
You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and credit ratings.
|
●
|
You are unwilling or unable to assume our credit risk for all payments on the Notes.
|
●
|
You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.
|
■
|
Hypothetical Initial Value of the Reference Asset: 100.00*
|
■
|
Hypothetical Buffer Value for the Reference Asset: 75.00 (75.00% of the hypothetical Initial Value set forth above)*
|
Final Value
|
Reference Asset Return
|
Payment at Maturity**
|
Total Return on the Notes
|
150.00
|
50.00%
|
$2,025.00
|
102.50%
|
140.00
|
40.00%
|
$1,820.00
|
82.00%
|
130.00
|
30.00%
|
$1,615.00
|
61.50%
|
120.00
|
20.00%
|
$1,410.00
|
41.00%
|
110.00
|
10.00%
|
$1,205.00
|
20.50%
|
100.00
|
0.00%
|
$1,000.00
|
0.00%
|
90.00
|
-10.00%
|
$1,000.00
|
0.00%
|
80.00
|
-20.00%
|
$1,000.00
|
0.00%
|
75.00
|
-25.00%
|
$1,000.00
|
0.00%
|
70.00
|
-30.00%
|
$950.00
|
-5.00%
|
60.00
|
-40.00%
|
$850.00
|
-15.00%
|
50.00
|
-50.00%
|
$750.00
|
-25.00%
|
40.00
|
-60.00%
|
$650.00
|
-35.00%
|
30.00
|
-70.00%
|
$550.00
|
-45.00%
|
20.00
|
-80.00%
|
$450.00
|
-55.00%
|
10.00
|
-90.00%
|
$350.00
|
-65.00%
|
0.00
|
-100.00%
|
$250.00
|
-75.00%
|
●
|
Your Investment in the Notes May Result in a Significant Loss — The Notes differ from ordinary debt securities in that the Issuer will not necessarily repay the full principal amount of the Notes at maturity. If the Final Value of the Reference Asset is less than the Buffer Value, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return of the Reference Asset falls below -25.00%. You may lose up to 75.00% of the principal amount of your Notes.
|
●
|
Any Payment on the Notes Will Be Determined Based on the Closing Values of the Reference Asset on the Dates Specified — Any payment on the Notes will be determined based on the Closing Values of the Reference Asset on the dates specified. You will not benefit from any more favorable values of the Reference Asset determined at any other time.
|
●
|
Owning the Notes is Not the Same as Owning a Reference Asset or Any Securities to which a Reference Asset Provides Exposure — The return on the Notes may not reflect the return you would realize if you actually owned a Reference Asset or any securities to which a Reference Asset provides exposure. As a holder of the Notes, you will not have voting rights or rights to receive dividends or other distributions or any other rights that holders of a Reference Asset or any securities to which a Reference Asset provides exposure may have.
|
●
|
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 Internal Revenue Service (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 below under “Tax Considerations.” If the IRS were 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.
|
●
|
Credit of Issuer — The Notes are unsecured and unsubordinated debt obligations of the Issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the Notes, and in the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the Notes.
|
●
|
You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority — Notwithstanding and to the exclusion of any other term of the Notes or any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes (or the Trustee on behalf of the holders of the Notes), by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under “Consent to U.K. Bail-in Power” in this pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result in you and other holders and beneficial owners of the Notes losing all or a part of the value of your investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders and beneficial owners of the Notes. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as each term is defined in the senior debt securities indenture) and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes. See “Consent to U.K. Bail-in Power” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under
|
●
|
Historical Performance of the Reference Asset Should Not Be Taken as Any Indication of the Future Performance of the Reference Asset Over the Term of the Notes — The value of the Reference Asset has fluctuated in the past and may, in the future, experience significant fluctuations. The historical performance of the Reference Asset is not an indication of the future performance of the Reference Asset over the term of the Notes. Therefore, the performance of the Reference Asset over the term of the Notes may bear no relation or resemblance to the historical performance of the Reference Asset.
|
●
|
The Reference Asset Reflects the Price Return of the Securities Composing the Reference Asset, Not the Total Return — The return on the Notes is based on the performance of the Reference Asset, which reflects changes in the market prices of the securities composing the Reference Asset. The Reference Asset is not a "total return" index that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the Reference Asset. Accordingly, the return on the Notes will not include such a total return feature.
|
●
|
Adjustments to the Reference Asset Could Adversely Affect the Value of the Notes — The sponsor of the Reference Asset may add, delete, substitute or adjust the securities composing the Reference Asset or make other methodological changes to the Reference Asset that could affect its value. The Calculation Agent will calculate the value to be used as the Closing Value of the Reference Asset in the event of certain material changes in or modifications to the Reference Asset. In addition, the sponsor of the Reference Asset may also discontinue or suspend calculation or publication of the Reference Asset at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to the Reference Asset or, if no successor index is available, the Calculation Agent will determine the value to be used as the Closing Value of the Reference Asset. Any of these actions could adversely affect the value of the Reference Asset and, consequently, the value of the Notes. See “Reference Assets—Indices—Adjustments Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement.
|
●
|
The Notes Are Subject to Risks Associated with Non-U.S. Securities Markets — The component securities of the Reference Asset 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.
|
●
|
The Notes Do Not Provide Direct Exposure to Fluctuations in Exchange Rates Between the U.S. Dollar and Any Foreign Currency — The components of the Reference Asset are non-U.S. securities denominated in a foreign currency (and not in U.S. dollars (USD). Because the level of the Reference Asset is also calculated in a foreign currency, the performance of the Reference Asset will not be adjusted for exchange rate fluctuations between USD and such foreign currency. In addition, any payments on the Notes will not be adjusted for exchange rate fluctuations between USD and the foreign currency. Therefore, you will not benefit from any appreciation of the foreign currency relative to USD, which you would have had you owned the securities underlying the Reference Asset directly.
|
●
|
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in Various Ways and Create Conflicts of Interest — We and our affiliates play a variety of roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our affiliates’ economic interests are potentially adverse to your interests as an investor in the Notes.
|
●
|
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes — The estimated value of your Notes on the Initial Valuation Date is lower than the initial issue price of your Notes. The difference between the initial issue price of your Notes and the estimated value of the Notes is a result of certain factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees (including any structuring or other distribution related fees) to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.
|
●
|
The Estimated Value of Your Notes Might be Lower if Such Estimated Value Were Based on the Levels at Which Our Debt Securities Trade in the Secondary Market — The estimated value of your Notes on the Initial Valuation Date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated value referenced above might be lower if such estimated value were based on the levels at which our benchmark debt securities trade in the secondary market.
|
●
|
The Estimated Value of the Notes is Based on Our Internal Pricing Models, Which May Prove to be Inaccurate and May be Different from the Pricing Models of Other Financial Institutions — The estimated value of your Notes on the Initial Valuation Date is based on our internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial institutions’ pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions which may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes may be materially different from the estimated value of the Notes determined by reference to our internal pricing models.
|
●
|
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than the Initial Issue Price of Your Notes and May be Lower Than the Estimated Value of Your Notes — The estimated value of the Notes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Notes in the secondary market at any time will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than our estimated value of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related to the Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the initial issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.
|
●
|
The Temporary Price at Which We May Initially Buy The Notes in the Secondary Market And the Value We May Initially Use for Customer Account Statements, If We Provide Any Customer Account Statements At All, May Not Be Indicative of Future Prices of Your Notes — Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes a market in the Notes, which it is not obligated to do) and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value of the Notes on the Initial Valuation Date, as well as the secondary market value of the Notes, for a temporary period after the initial Issue Date of the Notes. The price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market and the value that we may initially use for customer account statements may not be indicative of future prices of your Notes.
|
●
|
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
|
●
|
Many Economic and Market Factors Will Impact the Value of the Notes — The value of the Notes will be affected by a number of economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including:
|
o
|
the market price of, dividend rate on and expected volatility of the Reference Asset or the components of the Reference Asset, if any;
|
o
|
the time to maturity of the Notes;
|
o
|
interest and yield rates in the market generally;
|
o
|
a variety of economic, financial, political, regulatory or judicial events;
|
o
|
supply and demand for the Notes;
|
o
|
the exchange rates relative to the U.S. dollar with respect to the currency in which the securities composing the Reference Asset trade; and
|
o
|
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Fees to be Paid
|
Debt
|
Global Medium-Term Notes, Series A
|
457(r)
|
635.00
|
$1,000.00
|
$635,000.00
|
0.0001476
|
$93.726
|
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
>VG@^*UUNPLKM#=6YLW\QMI"EP
MQ/4=/O<5TMWX:L;G18=+4R0V\+!E*-\W?/)]03^=;9HJI59RL[[&<:45=6..
MUG2IY_$6G6MG%LM_(4,^#M18Y P''?C'XUV/6EI!2E-R23Z%1BHM^9S/B/1X
M5T^\O[:)Q=(L;J(R>L;9& /;(KGX-'OM7TW4]5OK>Y^VX#V9!VO@!B ,?[V/
MPKT>BKC6:5B94DW<\KDN=8.K1ZQ.DUK%"(%WD$[8&."3D8SQS7IDUW;V]HUU
M+,B0*NXR$\8]:2\A6XL;B(IO$D;*5] )Y'S?WB>H%2:AX1T'5-3CU*]TN&>[3&';/..F
MX X;\0: .5BB36?%OAVWU^*.>(Z$)TBN &5KDE=^0>"=O-8^X?\ "&_8MY_L
M3_A*/LV=WR_8]^>O]W=7I.M>'=*\16Z0:M9)^"I!'YU+_8FF_V
M/_8_V.'[!LV?9]ORXSG\\\YZYYH Y?1[:UTWXG7]EI4,4%DVEQRW$4 "HLWF
M87@< [.?QKHW\\>); ?[PZ]#P7@'4KC2[FTA\/I
M=:GX1OYS&L#
=W7BC5IM1
MU?PAJGDZ/K%Y',-%OXV8PSH00N&ZB5