DocuSign Envelope ID: D7D52839-5931-4546-87C3-8D9B062756FC
EXECUTION VERSION
IMPORTANT - PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a 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 (EU) 2014/65, as amended ("EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
IMPORTANT - PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Singapore Securities and Futures Act Product Classification - Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).
Final Terms dated 6 January 2023
BARCLAYS PLC
Legal entity identifier (LEI): 213800 LBQA 1Y9L22JB70
Issue of GBP 1,000,000,000 6.369 per cent. Fixed Rate Resetting Senior Callable Notes due 31 January
2031 (the "Notes")
under the £60,000,000,000 Debt Issuance Programme
PART A - CONTRACTUAL TERMS
DocuSign Envelope ID: D7D52839-5931-4546-87C3-8D9B062756FC
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the base prospectus dated 7 March 2022 and the supplemental base prospectus dated 24 May 2022, 29 July 2022, 3 October 2022 and 27 October 2022, which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus.
Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock
Exchange athttp://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
1. | (i) | Issuer: | Barclays PLC |
2. | (i) | Series Number: | 268 |
(ii) | Tranche Number: | 1 |
- Date on which the Notes Not Applicable become fungible:
3. | Specified Currency or Currencies: | Pounds Sterling ("GBP") | |
4. | Aggregate Nominal Amount: | GBP 1,000,000,000 | |
5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | |
6. | (i) | Specified Denominations: | GBP 100,000 and integral multiples of GBP 1,000 |
in excess thereof | |||
(ii) | Calculation Amount: | GBP 1,000 | |
7. | (i) | Issue Date: | 10 January 2023 |
- Interest Commencement Date: Issue Date
8. | Maturity Date: | 31 January 2031 | |||
9. | Interest Basis: | Reset Notes | |||
(see paragraph 15 below) | |||||
10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early | |||
redemption, the Notes will be redeemed on the | |||||
Maturity Date at 100 per cent. of their nominal | |||||
amount. | |||||
11. | Change | of | Interest | or | Not Applicable |
Redemption/Payment Basis: | |||||
12. | Call Options: | Issuer Call Option | |||
13. | (i) | Status of the Notes: | Senior | ||
(ii) | Date approval for issuance of | 1 March 2022 | |||
Notes obtained: |
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DocuSign Envelope ID: D7D52839-5931-4546-87C3-8D9B062756FC
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. | Fixed Rate Note Provisions | Not Applicable | |
15. | Reset Note Provisions | Applicable | |
(i) | Initial Rate of Interest: | 6.369 per cent. per annum payable in arrear on each | |
Interest Payment Date up to and including the First | |||
Reset Date | |||
(ii) | Interest Payment Date(s): | 31 January in each year commencing on 31 January | |
2024 up to and including the Maturity Date, with a | |||
long first coupon payable on 31 January 2024 | |||
(iii) | Fixed Coupon Amount up to | GBP 63.69 per Calculation Amount | |
(and including) the First Reset | |||
Date: | |||
(iv) | Broken Amount(s): | GBP 67.35 per Calculation Amount payable on the | |
Interest Payment Date falling on 31 January 2024 | |||
(v) | Reset Reference Rate: | Sterling Reference Bond Rate | |
(vi) | First Reset Date: | 31 January 2030 | |
(vii) | Day Count Fraction: | Actual/Actual (ICMA) | |
(viii) | Reset Date: | The First Reset Date | |
(ix) | Mid-Swap Rate: | Not Applicable | |
(x) | Reference Bond Rate: | Not Applicable |
- Sterling Reference Bond Rate: Applicable
(a) | Reset | Reference | As per the Conditions |
Bond: | |||
(b) | Reset Margin: | +2.8 per cent. per annum |
(xii) | U.S. Treasury Rate: | Not Applicable |
(xiii) | Reference Banks: | Not Applicable |
(xiv) | Reset Determination Dates: | The second Business Day prior to the First Reset |
Date | ||
(xv) | Minimum Rate of Interest: | Zero |
(xvi) Maximum Rate of Interest: | Not Applicable | |
(xvii) | Business Day Convention: | No Adjustment |
(xviii) | Additional Business Centre(s): | Not Applicable |
(xix) | Reset Determination Time: | As per the Conditions |
(xx) | Agent Bank: | The Bank of New York Mellon, London Branch |
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DocuSign Envelope ID: D7D52839-5931-4546-87C3-8D9B062756FC
16. | Floating Rate Note Provisions | Not Applicable | ||
17. | Zero Coupon Note Provisions | Not Applicable | ||
PROVISIONS RELATING TO REDEMPTION | ||||
18. | Issuer Call Option | Applicable | ||
(i) | Optional | Redemption Date(s) | Any date from and including the Issue Date to and | |
(Call): | including the First Reset Date | |||
(ii) | Optional Redemption Amount | Make Whole Redemption Price in the case of the | ||
(Call): | Optional Redemption Date(s) (Call) falling in the | |||
period from and including the Issue Date to but | ||||
excluding the First Reset Date (the "Make Whole | ||||
Redemption Dates") and GBP 1,000 per | ||||
Calculation Amount in the case of the Optional | ||||
Redemption Date(s) (Call) falling on the First Reset | ||||
Date | ||||
(iii) | Make | Whole Redemption | Sterling Make Whole Redemption Amount |
Price: | |||||
(a) | Redemption Margin: | 0.45 per cent. | |||
(b) | Reference Bond: | UKT 0.375%, 22 October 2030 | |||
(c) | Quotation Time: | 11.00 a.m. London time | |||
(d) | Relevant | Make Whole Not Applicable | |||
Screen Page: | |||||
(e) | Reference Date: | As per the Conditions | |||
(f) | Par Redemption Date: | The First Reset Date | |||
(iv) | Redeemable in part: | Applicable in respect of any redemption which | |||
occurs on a Make Whole Redemption Date. | |||||
Otherwise, any redemption of the Notes on the First | |||||
Reset Date may only be in whole but not in part. | |||||
(a) | Minimum | Not Applicable | |||
Redemption Amount: | |||||
(b) | Maximum | Not Applicable | |||
Redemption Amount: | |||||
(v) | Notice period: | Minimum period: 15 days | |||
Maximum period: 60 days | |||||
19. | Optional | Redemption | Amount | Not Applicable | |
(Regulatory Event) (for Tier 2 Capital | |||||
Notes only): | |||||
20. | Early Redemption Amount (Tax): | GBP 1,000 per Calculation Amount | |||
21. | Optional | Redemption Amount (Loss | GBP 1,000 per Calculation Amount |
Absorption Disqualification Event) (for
Senior Notes only):
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DocuSign Envelope ID: D7D52839-5931-4546-87C3-8D9B062756FC
22. | Issuer Residual Call: | Not Applicable |
23. Final Redemption Amount of each Subject to any purchase and cancellation or early
Note: | redemption, the Notes will be redeemed on the | |
Maturity Date at GBP 1,000 per Calculation Amount | ||
24. | Early Termination Amount: | As per the Conditions |
GENERAL PROVISIONS APPLICABLE TO THE NOTES | ||
25. | Form of Notes: | Registered Notes: |
- New Global Note:
- Additional Financial Centre(s) or other special provisions relating to payment dates:
Unrestricted Global Certificate exchangeable for Unrestricted Individual Certificates in the limited circumstances described in the Unrestricted Global Certificate
No
Not Applicable
28. Talons for future Coupons to be No attached to Definitive Notes:
29. | Relevant Benchmarks: | Not Applicable |
SIGNED on behalf of BARCLAYS PLC:
By: ...........................................................................
Duly authorised
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Barclays plc published this content on 11 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2023 14:24:03 UTC.