CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
|
|
Maximum Aggregate Offering Price
|
|
Amount of Registration Fee
(1)
|
|
|
|
|
|
Global Medium-Term Notes, Series A
|
|
$1,671,000
|
|
$208.04
|
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Pricing Supplement dated February 21, 2018
(To the Prospectus dated July 18, 2016 and the Prospectus Supplement dated July 18, 2016)
|
Filed Pursuant to Rule 424(b)(2)
Registration No. 333212571
|
|
$1,671,000
Callable Contingent Coupon Notes due February 26
,
2020
Linked to the Common Stock of Ford Motor Company
Global Medium
-
Term Notes
,
Series A
|
Terms used in this pricing supplement
,
but not defined herein
,
shall have the meanings ascribed to them in the prospectus supplement
.
Issuer:
|
|
Barclays Bank PLC
|
Denominations:
|
|
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
|
Initial Valuation Date:
|
|
February 21, 2018
|
Issue Date:
|
|
February 26, 2018
|
Final Valuation Date:*
|
|
February 21, 2020
|
Maturity Date:*
|
|
February 26, 2020
|
Reference Asset:
|
|
The common stock of Ford Motor Company (Bloomberg ticker symbol F UN <Equity>)
|
Observation Dates:*
|
|
The 21
st
of each February, May, August and November during the term of the Notes, beginning in May 2018, and ending on and including the Final Valuation Date
|
Contingent Coupon Payment Dates*:
|
|
With respect to any Observation Date, the third business day after such Observation Date,
provided
that the Contingent Coupon Payment Date with respect to the Final Valuation Date will be the Maturity Date
|
Contingent Coupon:
|
|
$30.25 per $1,000 principal amount Note, which is 3.025% of the principal amount per Note (12.10% per annum)
If the Closing Price of the Reference Asset on any Observation Date is
equal to
or
greater than
the Coupon Barrier Price, you will receive a Contingent Coupon on the related Contingent Coupon Payment Date. If the Closing Price of the Reference Asset on any Observation Date is
less than
the Coupon Barrier Price, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date.
|
Early Redemption at the Option of the Issuer:
|
|
We may redeem your Notes (in whole but not in part) at our sole discretion without your consent at the Redemption Price set forth below on any Contingent Coupon Payment Date prior to the Maturity Date,
provided
that we give at least five business days prior written notice to the trustee. If we exercise our redemption option, the Contingent Coupon Payment Date on which we exercise such option will be referred to as the Early Redemption Date.
|
Payment at Maturity:
|
|
If you hold your Notes to maturity, and if your Notes are
not
early redeemed by us prior to maturity, you will receive on the Maturity Date (in each case, subject to our credit risk and in addition to any Contingent Coupon that may be payable on such date) a cash payment per $1,000 principal amount Note that you hold determined as follows:
§
If the Final Price is
greater than
or
equal to
the Barrier Price, you will receive a payment of $1,000 per $1,000 principal amount Note
§
If the Final Price is
less than
the Barrier Price, you will receive an amount per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 x Reference Asset Return]
If your Notes are not redeemed by us prior to maturity
,
and if the Final Price is less than the Barrier Price
,
your Notes will be fully exposed to the negative performance of the Reference Asset
.
You may lose up to 100% of the principal amount of your Notes
.
Any payment on the Notes
,
including any Contingent Coupons and any payment upon early redemption or at maturity
,
is not guaranteed by any third party and is subject to both the creditworthiness of the Issuer and to the exercise of any U
.
K
.
Bail
-
in Power 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 any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See
Consent to U.K. Bail-in Power
on page PS1 of this pricing supplement.
|
[
Terms of the Notes Continue on the Next Page
]
|
|
Initial Issue Price
(1)
|
|
Price to Public
|
|
Agent
s Commission
(2)
|
|
Proceeds to Barclays Bank PLC
|
Per Note
|
|
$1,000
|
|
100%
|
|
1.75%
|
|
98.25%
|
Total
|
|
$1,671,000
|
|
$1,671,000
|
|
$29,242.50
|
|
$1,641,757.50
|
(1)
Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is
$972.50
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 PS2 of this pricing supplement
.
(2)
Barclays Capital Inc. will receive commissions from the Issuer of 1.75% of the principal amount of the Notes, or $17.50 per $1,000 principal amount. Barclays Capital Inc. will use these commissions to pay selling concessions or fees (including custodial or clearing fees) to other dealers.
Investing in the Notes involves a number of risks
.
See
Risk Factors
beginning on page S7 of the prospectus supplement and
Selected Risk Considerations
beginning on page PS5 of this pricing supplement
.
We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.
The Notes will not be listed on any U
.
S
.
securities exchange or quotation system
.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete
.
Any representation to the contrary is a criminal offense
.
The Notes constitute our direct
,
unconditional
,
unsecured and unsubordinated obligations and are not deposit liabilities of either Barclays PLC or Barclays Bank PLC and are not covered by the U
.
K
.
Financial Services Compensation Scheme or insured or guaranteed by the U
.
S
.
Federal Deposit Insurance Corporation or any other governmental agency of the United States
,
the United Kingdom or any other jurisdiction
.
Terms of the Notes
,
Continued
Redemption Price:
|
|
$1,000 per $1,000 principal amount Note that you hold, together with any Contingent Coupon that may be payable on the Early Redemption Date
|
Initial Price:
|
|
$10.60, the Closing Price of the Reference Asset on the Initial Valuation Date
|
Final Price:
|
|
The Closing Price of the Reference Asset on the Final Valuation Date
|
Coupon Barrier Price:
|
|
$7.95, which is 75.00% of the Initial Price (rounded to two decimal places)
|
Barrier Price:
|
|
$7.95, which is 75.00% of the Initial Price (rounded to two decimal places)
|
Closing Price:
|
|
The term Closing Price has the meaning set forth under Reference AssetsEquity SecuritiesSpecial Calculation Provisions in the prospectus supplement
|
Reference Asset Return:
|
|
The performance of the Reference Asset from the Initial Price to the Final Price, calculated as follows:
Final Price Initial Price
Initial Price
|
Calculation Agent:
|
|
Barclays Bank PLC
|
CUSIP / ISIN:
|
|
06744CX97 / US06744CX971
|
*
Subject to postponement
,
as described under
Additional Terms of the Notes
in this pricing supplement
ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES
You should read this pricing supplement together with the prospectus dated July 18, 2016, as supplemented by the prospectus supplement dated July 18, 2016 relating to our Global Medium-Term Notes, Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth under Risk Factors in the prospectus supplement and Selected Risk Considerations in this pricing supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
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 July 18, 2016:
https://www.sec.gov/Archives/edgar/data/312070/000119312516650074/d219304df3asr.htm
·
Prospectus Supplement dated July 18, 2016:
https://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm
Our SEC file number is 110257. As used in this pricing supplement, the Company, we, us, or our refers to Barclays Bank PLC.
CONSENT TO U
.
K
.
BAIL
-
IN POWER
Notwithstanding any other agreements, arrangements or understandings between us and any holder of the Notes, by acquiring the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority.
Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the FSMA) threshold conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company that is a 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 the respect of that entity.
The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder of the Notes such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Notes, or amendment of the amount of interest or any other amounts due on the Notes, or the dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder of the Notes further acknowledges and agrees that the rights of the holders of the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders of the 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
Selected Risk Considerations
You May Lose Some or All of Your Investment If Any U
.
K
.
Bail
-
in Power Is Exercised by the Relevant U
.
K
.
Resolution Authority
in this pricing supplement as well as
U
.
K
.
Bail
-
in Power
,
Risk Factors
Risks Relating to the Securities Generally
Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of the securities
and
Risk Factors
Risks Relating to the Securities Generally
Under the terms of the securities
,
you have agreed to be bound by the exercise of any U
.
K
.
Bail
-
in Power by the relevant U
.
K
.
resolution authority
in the accompanying prospectus supplement
.
PS-
1
ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES
Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest rates
,
and our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to maturity) may vary from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the Initial Valuation Date is based on our internal funding rates. Our estimated value of the Notes might be lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.
Our estimated value of the Notes on the Initial Valuation Date is less than the initial issue price of the Notes. The difference between the initial issue price of the Notes and our estimated value of the Notes results from several factors, including any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost 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.
Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value on the Initial Valuation Date for a temporary period expected to be approximately three months after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes which we will no longer expect to incur over the term of the Notes. We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the Notes and/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the
Selected Risk Considerations
beginning on page PS5 of this pricing supplement
.
PS-
2
SELECTED PURCHASE CONSIDERATIONS
The Notes are not suitable for all investors. The Notes may be a suitable investment for you if all of the following statements are true:
·
You do not seek an investment that produces fixed periodic interest or coupon payments or other non-contingent sources of current income
·
You understand and accept that any positive return on your investment will be limited to the Contingent Coupons that you may receive on your Notes
·
You are willing to accept the risk that you may lose some or all of the principal amount of your Notes
·
You do not anticipate that the price of the Reference Asset will fall below the Coupon Barrier Price on any Observation Date or below the Barrier Price on the Final Valuation Date
·
You are willing to accept the risks associated with an investment linked to the performance of the Reference Asset
·
You are willing to accept the risk that we may, in our sole discretion, redeem the Notes prior to scheduled maturity and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield
·
You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the Notes to maturity if we do not exercise our early redemption option
·
You are willing to assume our credit risk for all payments on the Notes
·
You are willing to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority
The Notes may
not
be a suitable investment for you if
any
of the following statements are true:
·
You seek an investment that produces fixed periodic interest or coupon payments or other non-contingent sources of current income
·
You seek an investment that provides for the full repayment of principal at maturity and you are unwilling to accept the risk that you may lose some or all of the principal amount of your Notes
·
You seek an investment the return on which is not limited to the Contingent Coupons that may be payable on the Notes
·
You anticipate that the price of the Reference Asset will decline during the term of the Notes such that the Closing Price will be less than the Coupon Barrier Price on one or more Observation Dates and/or less than the Barrier Price on the Final Valuation Date
·
You are unwilling or unable to accept the risks associated with an investment linked to the performance of the Reference Asset
·
You are unwilling or unable to accept the risk that we may redeem the Notes prior to scheduled maturity
·
You seek an investment for which there will be an active secondary market or and/or you are unable or unwilling to hold the Notes to maturity if we do not exercise our early redemption option
·
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
You must rely on your own evaluation of the merits of an investment in the Notes
. You should reach a decision whether to invest in the Notes after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the specific information set out in this pricing supplement, the prospectus supplement and the prospectus. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.
ADDITIONAL TERMS OF THE NOTES
The Observation Dates (including the Final Valuation Date), the Contingent Coupon Payment Dates, and the Maturity Date are subject to postponement in certain circumstances, as described under Reference AssetsEquity SecuritiesMarket Disruption Events for Securities with an Equity Security as a Reference Asset and Terms of the NotesPayment Dates in the accompanying prospectus supplement.
In addition, the Reference Asset and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as described under Reference AssetsEquity SecuritiesShare Adjustments Relating to Securities with an Equity Security as a Reference Asset in the accompanying prospectus supplement.
PS-
3
HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY
The following table illustrates a hypothetical range of payments that you may receive at maturity (excluding the final Contingent Coupon payment that may be payable on the Notes) under various circumstances. The examples set forth below are purely hypothetical and are provided for illustrative purposes only. The numbers appearing in the following table and examples have been rounded for ease of analysis. The following examples do not take into account any tax consequences from investing in the Notes. These examples also make the following key assumptions:
§
Hypothetical
Initial Price: 100.00*
§
Hypothetical
Coupon Barrier Price: 75.00 (75.00% of the hypothetical Initial Price set forth above)*
§
Hypothetical
Barrier Price: 75.00 (75.00% of the hypothetical Initial Price set forth above)*
§
You hold your Notes to maturity and we do
NOT
exercise our option to redeem your Notes prior to maturity
*
The
hypothetical
Initial Price of 100.00, the
hypothetical
Coupon Barrier Price of 75.00 and the
hypothetical
Barrier Price of 75.00 have been chosen for illustrative purposes only. The actual Initial Price, Coupon Barrier Price and Barrier Price are as set forth on the cover of this pricing supplement.
Final Price
|
Reference Asset Return
|
Payment at Maturity
**
|
150.00
|
50.00%
|
$1,000.00
|
140.00
|
40.00%
|
$1,000.00
|
130.00
|
30.00%
|
$1,000.00
|
120.00
|
20.00%
|
$1,000.00
|
110.00
|
10.00%
|
$1,000.00
|
100.00
|
0.00%
|
$1,000.00
|
90.00
|
-10.00%
|
$1,000.00
|
80.00
|
-20.00%
|
$1,000.00
|
75.00
|
-25.00%
|
$1,000.00
|
70.00
|
-30.00%
|
$700.00
|
60.00
|
-40.00%
|
$600.00
|
50.00
|
-50.00%
|
$500.00
|
40.00
|
-60.00%
|
$400.00
|
30.00
|
-70.00%
|
$300.00
|
20.00
|
-80.00%
|
$200.00
|
10.00
|
-90.00%
|
$100.00
|
0.00
|
-100.00%
|
$0.00
|
** per $1,000 principal amount Note, excluding the final Contingent Coupon (if one is payable on the Maturity Date)
The following examples illustrate how the payments at maturity set forth in the table above are calculated:
Example 1
:
The price of the Reference Asset increases from an Initial Price of 100
.
00 to a Final Price of 110
.
00
.
Because the Final Price is greater than the Initial Price (and, accordingly, not less than the Barrier Price), you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold,
plus
the Contingent Coupon that will otherwise be payable on the Maturity Date.
Example 2
:
The price of the Reference Asset decreases from an Initial Price of 100
.
00 to a Final Price of 90
.
00
.
Because the Final Price is not less than the Barrier Price, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you hold (
plus
the Contingent Coupon that will otherwise be payable on the Maturity Date).
Example 3
:
The price of the Reference Asset decreases from an Initial Price of 100
.
00 to a Final Price of 50
.
00
.
Because the Final Price of the Reference Asset is less than the Barrier Price, you will receive a payment at maturity of $500.00 per $1,000 principal amount Note that you hold, calculated as follows:
$1,000 + [$1,000 x Reference Asset Return]
$1,000 + [$1,000 x -50.00%] = $500.00
In addition, because the Final Price is less than the Coupon Barrier Price, you will not receive a Contingent Coupon on the Maturity Date.
Example 3 demonstrates that, if we do not redeem your Notes prior to maturity, and if the Final Price is less than the Barrier Price, your investment in the Notes will be fully exposed to the negative performance of the Reference Asset.
If we do not redeem your Notes prior to maturity
,
you may lose up to 100% of the principal amount of your Notes
.
PS-
4
SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Asset. These risks are explained in more detail in the Risk Factors section of the prospectus supplement, including the risk factors discussed under the following headings of the prospectus supplement:
·
Risk FactorsRisks Relating to the Securities Generally; and
·
Risk FactorsAdditional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of Equity Securities or Exchange-Traded Funds that Hold Equity Securities.
In addition to the risks described above, you should consider the following:
·
Your Investment in the Notes May Result in a Significant Loss
The Notes do not guarantee any return of principal. If the Final Price of the Reference Asset is less than the Barrier Price, your investment in the Notes will be fully exposed to the negative performance of the Reference Asset and you will lose some or all of your principal.
You may lose up to 100% of the principal amount of your Notes
.
·
Potential
Return Limited to the Contingent Coupons
Any positive return on the Notes is limited to the Contingent Coupons, if any, that may be payable during the term of the Notes. You will not participate in any appreciation in the price of the Reference Asset and you will not receive more than the principal amount of your Notes at maturity (
plus
a Contingent Coupon if one is payable in respect of the Final Valuation Date), even if the Reference Asset Return is positive.
Based on the stated term of the Notes, the maximum amount of Contingent Coupons that you may receive is $242.00 per $1,000 principal amount Note (or 24.20% of the principal amount of your Notes). You will receive this maximum amount of Contingent Coupons
only if
(a) the Closing Price of the Reference Asset on each Observation Date equals or exceeds the Coupon Barrier Price and (b) the Notes are not redeemed by us prior to maturity. The actual amount of Contingent Coupons that you receive may be substantially less than this amount, and may be as low as zero (as described immediately below).
·
You May Not Receive any Contingent Coupon Payments on the Notes
You will receive a Contingent Coupon on a Contingent Coupon Payment Date
only
if the Closing Price of the Reference Asset on the related Observation Date is equal to or greater than the Coupon Barrier Price. If the Closing Price of the Reference Asset on an Observation Date is less than the Coupon Barrier Price, you will not receive a Contingent Coupon on the related Contingent Coupon Payment Date. If the Closing Price of the Reference Asset is less than the Coupon Barrier Price on each Observation Date, you will not receive any Contingent Coupons during the term of the Notes.
·
The Notes are Subject to Volatility Risk
Volatility is a measure of the magnitude of the movements of the price of an asset (or level of an index) over a period of time. The Contingent Coupon is based on a number of factors, including the expected volatility of the Reference Asset. The Contingent Coupon is higher than the fixed rate that we would pay on a conventional debt security of the same tenor and is higher than it otherwise would have been had the expected volatility of the Reference Asset been lower. As volatility of the Reference Asset increases, there will typically be a greater likelihood that (a) the Closing Price of the Reference Asset on one or more Observation Dates will be less than the Coupon Barrier Price and (b) the Final Price will be less than the Barrier Price.
Accordingly, you should understand that the Contingent Coupon reflects, among other things, an indication of a greater likelihood that you will (a) not receive Contingent Coupons with respect to one or more Observation Dates and/or (b) incur a loss of principal at maturity than would have been the case had the Contingent Coupon been lower. In addition, actual volatility over the term of the Notes may be significantly higher than expected volatility at the time the terms of the Notes were determined. If actual volatility is higher than expected, you will face an even greater risk that you will not receive Contingent Coupons and/or that you will lose some or all of your principal at maturity for the reasons described above.
·
Potential
Early Exit
While the original term of the Notes is as indicated on the cover page of this pricing supplement, we may redeem your Notes (in whole but not in part) at our sole discretion without your consent at the Redemption Price on any Contingent Coupon Payment Date. Accordingly, the term of the Notes may be as short as approximately three months.
The Redemption Price that you receive on any Early Redemption Date, together with any Contingent Coupons that you may have received on prior Contingent Coupon Payment Dates, may be less than aggregate amount of payments that you would have received had you held your Notes to the scheduled maturity. You may not be able to reinvest any amounts received on the Early Redemption Date in a comparable investment with similar risk and yield. No additional payments will be due after the Early Redemption Date. Our right to redeem the Notes may also adversely impact your ability to sell your Notes and the price at which they may be sold.
·
If Your Notes are not Redeemed by Us Prior to Maturity
,
the Payment at Maturity is not Based on the Price of the Reference Asset at any Time Other than the Closing Price on the Final Valuation Date
The Final Price and Reference Asset Return will be based
solely
on the Closing Price of the Reference Asset on the Final Valuation Date. If the price of the Reference Asset drops on the Final Valuation Date, the payment at maturity on the Notes may be significantly less than it would have been had it been linked to the price of the Reference Asset at a time prior to such drop.
·
Credit of Issuer
The Notes are senior unsecured 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 Contingent Coupons and any payment upon early redemption or at maturity, 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. 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.
PS-
5
·
You May Lose Some or All of Your Investment If Any U
.
K
.
Bail
-
in Power Is Exercised by the Relevant U
.
K
.
Resolution Authority
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under Consent to U.K. Bail-in Power in this pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result in you and other holders of the Notes losing all or a part of the value of your investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders of the Notes. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as each term is defined in the indenture) and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes. See Consent to U.K. Bail-in Power in this pricing supplement as well as U.K. Bail-in Power, Risk FactorsRisks Relating to the Securities GenerallyRegulatory 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 FactorsRisks Relating to the Securities GenerallyUnder 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.
·
No Dividend Payments or Voting Rights
As a holder of the Notes, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the Reference Asset would have.
·
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 price 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. 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.
·
Single Equity Risk
The price of each Reference Asset can rise or fall sharply due to factors specific to the relevant Reference Asset and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other information filed periodically with the SEC by the issuer of each Reference Asset. We have not undertaken any independent review or due diligence of any Reference Asset issuers SEC filings or of any other publicly available information regarding any such issuer.
·
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 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 was 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 Maybe 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.
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6
·
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.
·
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.
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 Reference Asset. In any such market making, trading and hedging activity, and other services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the investment objectives of holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Notes into account in conducting these activities. Such market making, trading and hedging activity, investment banking and other financial services may negatively impact the value of the Notes.
In addition, the role played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution of the Notes. Furthermore, we and our affiliates establish the offering price of the Notes for initial sale to the public, and the offering price is not based upon any independent verification or valuation.
In addition to the activities described above, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine any values of the Reference Asset and make any other determinations necessary to calculate any payments on the Notes. In making these determinations, we may be required to make certain discretionary judgments relating to the Reference Asset and the Notes. In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect any payments on the Notes.
·
Lack of Liquidity
The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.
·
Tax Treatment
Significant aspects of the tax treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation. See Tax Considerations below.
·
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;
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; and
o
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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7
INFORMATION REGARDING THE REFERENCE ASSET
According to publicly available information, Ford Motor Company (the Company) designs, manufactures, and services cars and trucks. Ford also provides vehicle-related financing, leasing, and insurance through its subsidiary. The Companys common stock is listed on the New York Stock Exchange under the ticker symbol F.
You are urged to read the following section in the accompanying prospectus supplement: Reference AssetsEquity SecuritiesReference Asset Issuer and Reference Asset Information. Companies with securities registered under the Securities Exchange Act of 1934, as amended, which is commonly referred to as the Exchange Act, are required to periodically file certain financial and other information specified by the SEC. Information filed by the Company with the SEC under the Exchange Act can be located by reference to its SEC file number: 00103950, or its CIK Code: 0000037996.
The summary information above regarding the Company comes from the Companys SEC filings. You are urged to refer to the SEC filings made by the Company and to other publicly available information (such as the Companys annual report) to obtain an understanding of the Companys business and financial prospects. The summary information contained above is not designed to be, and should not be interpreted as, an effort to present information regarding the financial prospects of any issuer or any trends, events or other factors that may have a positive or negative influence on those prospects or as an endorsement of any particular issuer.
Information from outside sources is not incorporated by reference in, and should not be considered part of, this preliminary pricing supplement or any accompanying prospectus or prospectus supplement. We have not undertaken any independent review or due diligence of the Companys SEC filings or any other publicly available information regarding the Company
.
Historical Performance of the Reference Asset
The following table sets forth the high, low and final Closing Prices of the Reference Asset during the periods noted below. The graph below sets forth the historical performance of the Reference Asset based on daily Closing Prices from January 1, 2013 through February 21, 2018.
These historical trading prices may have been adjusted to reflect certain corporate actions such as stock splits and reverse stock splits
.
Quarter
/
Period Ending
|
Quarterly High
($)
|
Quarterly Low
($)
|
Quarterly Close
($)
|
March 31, 2013
|
14.30
|
12.13
|
13.15
|
June 30, 2013
|
15.90
|
12.44
|
15.47
|
September 30, 2013
|
17.66
|
15.74
|
16.87
|
December 31, 2013
|
17.76
|
15.15
|
15.43
|
March 31, 2014
|
16.73
|
14.55
|
15.60
|
June 30, 2014
|
17.28
|
15.46
|
17.24
|
September 30, 2014
|
17.84
|
14.79
|
14.79
|
December 31, 2014
|
16.01
|
13.54
|
15.50
|
March 31, 2015
|
16.57
|
14.46
|
16.14
|
June 30, 2015
|
16.07
|
14.78
|
15.01
|
September 30, 2015
|
15.21
|
12.90
|
13.57
|
December 31, 2015
|
15.68
|
13.62
|
14.09
|
March 31, 2016
|
13.97
|
11.17
|
13.50
|
June 30, 2016
|
14.09
|
12.16
|
12.57
|
September 30, 2016
|
13.92
|
11.94
|
12.07
|
December 31, 2016
|
13.17
|
11.34
|
12.13
|
March 31, 2017
|
13.17
|
11.46
|
11.64
|
June 30, 2017
|
11.60
|
10.76
|
11.19
|
September 30, 2017
|
11.97
|
10.56
|
11.97
|
December 31, 2017
|
12.72
|
12.00
|
12.49
|
February 21, 2018*
|
13.23
|
10.24
|
10.60
|
*
For the period beginning on January 1, 2018 and ending on February 21, 2018
|
Historical Performance of Ford Motor Company
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS
PS-
8
TAX CONSIDERATIONS
You should review carefully the sections entitled Material U.S. Federal Income Tax ConsequencesTax Consequences to U.S. HoldersNotes Treated as Prepaid Forward or Derivative Contracts with Associated (Contingent) Coupons and, if you are a non-U.S. holder, Tax Consequences to Non-U.S. Holders, in the accompanying prospectus supplement. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.
In determining our reporting responsibilities, if any, we intend to treat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) any contingent coupon payments as ordinary income, as described in the section entitled Material U.S. Federal Income Tax ConsequencesTax Consequences to U.S. HoldersNotes Treated as Prepaid Forward or Derivative Contracts with Associated (Contingent) Coupons in the accompanying prospectus supplement. Our special tax counsel, Davis Polk & Wardwell LLP, has advised that it believes this treatment to be reasonable, but that there are other reasonable treatments that the Internal Revenue Service (the IRS) or a court may adopt.
Sale
,
exchange or redemption of a Note
. Assuming the treatment described above is respected, upon a sale or exchange of the Notes (including upon early redemption or redemption at maturity), you should recognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the Notes, which should equal the amount you paid to acquire the Notes (assuming contingent coupon payments are properly treated as ordinary income, consistent with the position referred to above). This gain or loss should be short-term capital gain or loss unless you hold the Notes for more than one year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser of the Notes at the issue price. The deductibility of capital losses is subject to limitations. If you sell your Notes between the time your right to a contingent coupon payment is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary income equal to the contingent coupon payment. Although uncertain, it is possible that proceeds received from the sale or exchange of your Notes prior to a determination date but that can be attributed to an expected contingent coupon payment could be treated as ordinary income. You should consult your tax advisor regarding this issue.
As noted above, there are other reasonable treatments that the IRS or a court may adopt, in which case the timing and character of any income or loss on the Notes could be materially affected. In addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of prepaid forward contracts and similar instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which the instruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect the tax consequences of an investment in the Notes, possibly with retroactive effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments and the issues presented by this notice.
Non
-
U
.
S
.
holders
. Insofar as we have responsibility as a withholding agent, we do not currently intend to treat contingent coupon payments to non-U.S. holders (as defined in the accompanying prospectus supplement) as subject to U.S. withholding tax. 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, 2019 that do not have a delta of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an Underlying Security). Based on our determination that the Notes do not have a delta of one within the meaning of the regulations, our special tax counsel is of the opinion that these regulations should not apply to the Notes with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. You should consult your tax advisor regarding the potential application of Section 871(m) to the Notes.
PS-
9