The Capped GEARS (the “Securities”) are unsecured
and unsubordinated debt obligations issued by Barclays Bank PLC (the “Issuer”) with returns linked to the performance
of the Russell 2000® Index (the “Underlying”). If the Underlying Return is positive, the Issuer will
pay the principal amount of the Securities at maturity plus a return equal to the Underlying Return times the Upside Gearing of
3.0, up to the Maximum Gain, which will be set on the Trade Date and will be between 14.05% and 16.05%. If the Underlying Return
is zero, the Issuer will repay the principal amount of the Securities at maturity. However, if the Underlying Return is negative,
the Issuer will pay you a cash payment at maturity that is less than the principal amount, if anything, resulting in a percentage
loss on your investment equal to the negative Underlying Return. In this case, you will have full downside exposure to the Underlying
from the Initial Underlying Level to the Final Underlying Level, and could lose all of your initial investment. Investing
in the Securities involves significant risks. The Issuer will not pay any interest on the Securities. You may lose some or all
of your principal. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of Barclays
Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject
to the exercise of any U.K. Bail-in Power (as described on page PS- 4 of this pricing supplement) by the relevant U.K. resolution
authority, you might not receive any amounts owed to you under the Securities. See “Consent to U.K. Bail-in Power”
in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement.
Additional Information about Barclays Bank PLC and the Securities
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You should read this pricing supplement
together with the prospectus dated August 1, 2019, as supplemented by the prospectus supplement dated August 1, 2019 relating to
our Global Medium-Term Notes, Series A, of which these Securities are a part, and the underlying supplement dated August 1, 2019.
This pricing supplement, together with the documents listed below, contains the terms of the Securities and supersedes all prior
or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence,
trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully
consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement, as the Securities
involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting
and other advisors before you invest in the Securities.
If the terms set forth in this pricing
supplement differ from those set forth in the prospectus, prospectus supplement or underlying supplement, the terms set forth herein
will control.
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):
Our SEC file number is 1-10257. As
used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC. In this pricing
supplement, “Securities” refers to the Capped GEARS that are offered hereby, unless the context otherwise requires.
Additional Information Regarding Our Estimated Value of the Securities
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The range of the estimated values of the Securities referenced
above may not correlate on a linear basis with the range for the Maximum Gain set forth in this pricing supplement. We determined
the size of the range for the Maximum Gain based on prevailing market conditions, as well as the anticipated duration of the marketing
period for the Securities. The final terms for the Securities will be determined on the date the Securities are initially priced
for sale to the public (the “Trade Date”) based on prevailing market conditions on or prior to the Trade Date, and
will be communicated to investors either orally or in a final pricing supplement.
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 Trade Date is based on our internal funding rates. Our estimated value of the Securities might be lower if such valuation were
based on the levels at which our benchmark debt securities trade in the secondary market.
Our estimated value of the Securities
on the Trade Date is expected to be less than the initial issue price of the Securities. The difference between the initial issue
price of the Securities and our estimated value of the Securities is expected to result from several factors, including any sales
commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions
or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates
expect to earn in connection with structuring the Securities, the estimated cost that we may incur in hedging our obligations under
the Securities, and estimated development and other costs that we may incur in connection with the Securities.
Our estimated value on the Trade Date
is not a prediction of the price at which the Securities may trade in the secondary market, nor will it be the price at which Barclays
Capital Inc. may buy or sell the Securities in the secondary market. Subject to normal market and funding conditions, Barclays
Capital Inc. or another affiliate of ours intends to offer to purchase the Securities in the secondary market but it is not obligated
to do so.
Assuming that all relevant factors remain
constant after the Trade Date, the price at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary
market, if any, and the value that we may initially use for customer account statements, if we provide any customer account statements
at all, may exceed our estimated value on the Trade Date for a temporary period expected to be approximately six months after the
initial issue date of the Securities because, in our discretion, we may elect to effectively reimburse to investors a portion of
the estimated cost of hedging our obligations under the Securities and other costs in connection with the Securities that we will
no longer expect to incur over the term of the Securities. We made such discretionary election and determined this temporary reimbursement
period on the basis of a number of factors, which may include the tenor of the Securities and/or any agreement we may have with
the distributors of the Securities. The amount of our estimated costs that we effectively reimburse to investors in this way may
not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the
duration of the reimbursement period after the initial issue date of the Securities based on changes in market conditions and other
factors that cannot be predicted.
We
urge you to read the “Key Risks” beginning on page PS- 7 of this pricing supplement.
You
may revoke your offer to purchase the Securities at any time prior to the Trade Date. We reserve the right to change the terms
of, or reject any offer to purchase, the Securities prior to their Trade Date. In the event of any changes to the terms of the
Securities, we will notify you and you will be asked to accept such changes in connection with your purchase. You may also choose
to reject such changes in which case we may reject your offer to purchase.
Consent
to U.K. Bail-in Power
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Notwithstanding
any other agreements, arrangements or understandings between us and any holder or beneficial owner of the Securities, by acquiring
the Securities, each holder and beneficial owner of the Securities acknowledges, accepts, agrees to be bound by and consents to
the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority.
Under the U.K. Banking Act 2009, as
amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution
authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or investment firm is
failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the “FSMA”) threshold conditions
for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking
group company that is 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 respect of that entity.
The U.K. Bail-in Power includes any
write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all,
or a portion, of the principal amount of, interest on, or any other amounts payable on, the Securities; (ii) the conversion of
all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Securities into shares or other
securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial
owner of the Securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the
Securities, or amendment of the amount of interest or any other amounts due on the Securities, or the dates on which interest or
any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised
by means of a variation of the terms of the Securities solely to give effect to the exercise by the relevant U.K. resolution authority
of such U.K. Bail-in Power. Each holder and beneficial owner of the Securities further acknowledges and agrees that the rights
of the holders or beneficial owners of the Securities are subject to, and will be varied, if necessary, solely to give effect to,
the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consent and
acknowledgment is not a waiver of any rights holders or beneficial owners 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 “Key Risks—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.
The Securities may be suitable for you if:
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The Securities may not be suitable for you if:
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t
You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial
investment.
t
You can tolerate a loss of some or all of your initial investment, and you are willing to make an investment that has the
full downside market risk of the Underlying.
t
You believe the Underlying will appreciate over the term of the Securities and that any such appreciation is unlikely to
exceed the Maximum Gain.
t
You understand and accept that your potential return is limited by the Maximum Gain, and you would be willing to invest
in the Securities if the Maximum Gain were set equal to the bottom of the range specified on the cover of this pricing supplement
(the actual Maximum Gain will be set on the Trade Date).
t
You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside
fluctuations in the level of the Underlying.
t
You do not seek current income from this investment, and you are willing to forgo any dividends paid on the securities composing
the Underlying.
t
You are willing and able to hold the Securities to maturity and accept that there may be little or no secondary market for
the Securities.
t
You understand and are willing to accept the risks associated with the Underlying.
t
You are willing and able to assume the credit risk of Barclays Bank PLC, as issuer of the Securities, for all payments under
the Securities and understand that if Barclays Bank PLC were to default on its payment obligations or become subject to the exercise
of any U.K. Bail-in Power, you might not receive any amounts due to you under the Securities, including any repayment of principal.
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t
You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire
initial investment.
t
You cannot tolerate the loss of some or all of your initial investment, or you are not willing to make an investment that
has the full downside market risk of the Underlying.
t
You believe the Underlying will depreciate over the term of the Securities and the Final Underlying Level is likely to be
less than the Initial Underlying Level, or you believe the Underlying will appreciate over the term of the Securities by more than
the Maximum Gain.
t
You seek an investment that has unlimited return potential without a cap on appreciation, or you would be unwilling to invest
in the Securities if the Maximum Gain were set equal to the bottom of the range specified on the cover of this pricing supplement
(the actual Maximum Gain will be set on the Trade Date).
t
You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside
fluctuations in the level of the Underlying.
t
You seek current income from this investment, or you would prefer to receive any dividends paid on the securities composing
the Underlying.
t
You are unable or unwilling to hold the Securities to maturity, or you seek an investment for which there will be an active
secondary market.
t
You do not understand or are not willing to accept the risks associated with the Underlying.
t
You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable
maturities and credit ratings that bear interest at a prevailing market rate.
t
You are not willing or are unable to assume the credit risk of Barclays Bank PLC, as issuer of the Securities, for all
payments due to you under the Securities, including any repayment of principal.
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The
suitability considerations identified above are not exhaustive. Whether or not the Securities are a suitable investment for you
will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal,
tax, accounting and other advisors have carefully considered the suitability of an investment in the Securities in light of your
particular circumstances. You should also review carefully the “Key Risks” beginning on page PS- 7 of this pricing
supplement and the “Risk Factors” beginning on page S-7 of the prospectus supplement for risks related to an investment
in the Securities. For more information about the Underlying, please see the section titled “Russell 2000®
Index” below.
Indicative Terms1
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Issuer:
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Barclays Bank PLC
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Principal Amount:
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$10 per Security
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Term2:
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Approximately 14 months
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Reference Asset3:
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Russell 2000® Index (Bloomberg ticker symbol “RTY<Index>”) (the “Underlying”)
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Payment at Maturity (per Security):
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· If the Underlying Return is positive, the Issuer will pay the principal amount plus a return equal to the Underlying
Return multiplied by the Upside Gearing, but no more than the Maximum Gain. Accordingly, the payment at maturity per Security would
be calculated as follows:
$10 + ($10 × the lesser
of (a) Underlying Return × Upside Gearing and (b) the Maximum Gain)
· If the Underlying Return is zero, the Issuer will repay the full principal amount at maturity of $10 per Security.
· If the Underlying Return is negative, the Issuer will repay less than the full principal amount at maturity, if anything,
resulting in a percentage loss on your investment equal to the decline of the Underlying from the Trade Date to the Final Valuation
Date. Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + ($10 × Underlying Return)
If the Underlying Return is negative,
your principal is fully exposed to the decline in the Underlying, and you will lose some or all of the principal amount of the
Securities at maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness
of Barclays Bank PLC and is not guaranteed by any third party.
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Upside Gearing:
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3.0
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Maximum Gain:
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14.05% to 16.05%. The actual Maximum Gain will be set on the Trade Date and will not be less than 14.05%.
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Underlying Return:
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Final Underlying Level – Initial Underlying Level
Initial Underlying Level
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Initial Underlying Level:
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The Closing Level of the Underlying on the Trade Date
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Final Underlying Level:
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The Closing Level of the Underlying on the Final Valuation Date
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Closing Level3:
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Closing Level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
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Calculation Agent:
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Barclays Bank PLC
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Investment
Timeline
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Trade Date:
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The Initial Underlying Level is observed and the Maximum Gain is set.
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Maturity Date:
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The Final Underlying Level is observed and the Underlying Return
is determined on the Final Valuation Date.
If
the Underlying Return is positive, the Issuer will pay the principal amount plus a return equal to the Underlying Return
multiplied by the Upside Gearing, but no more than the Maximum Gain. Accordingly, the payment at maturity per Security would be
calculated as follows:
$10 + ($10 × the lesser of (a) Underlying
Return × Upside Gearing and (b) the Maximum Gain)
If
the Underlying Return is zero, the Issuer will repay the full principal amount at maturity of $10 per Security.
If
the Underlying Return is negative, the Issuer will repay less than the full principal amount at maturity, if anything,
resulting in a percentage loss on your investment equal to the decline of the Underlying from the Trade Date to the Final Valuation
Date. Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + ($10 × Underlying Return)
If the Underlying Return is negative your principal is
fully exposed to the decline in the Underlying, and you will lose some or all of the principal amount of the Securities at maturity.
Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and
is not guaranteed by any third party.
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Investing in the Securities involves significant
risks. The Issuer will not pay any interest on the Securities. You may lose some or all of your principal. Any payment on the
Securities, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed
by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K.
Bail-in Power by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Securities.
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1
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Terms used in this pricing
supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus
supplement.
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2
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In the event that we make
any change to the expected Trade Date or Settlement Date, the Final Valuation Date and/or
the Maturity Date may be changed to ensure that the stated term of the Securities remains
the same. The Final Valuation Date may be postponed if the Final Valuation Date is not
a scheduled trading day or if a market disruption event occurs on the Final Valuation
Date as described under “Reference Assets—Indices—Market Disruption
Events for Securities with an Index of Equity Securities as a Reference Asset”
in the accompanying prospectus supplement. In addition, the Maturity Date will be postponed
if that day is not a business day or if the Final Valuation Date is postponed as described
under “Terms of the Notes—Payment Dates” in the accompanying prospectus
supplement.
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3
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If the Underlying is discontinued
or if the sponsor of the Underlying fails to publish the Underlying, the Calculation
Agent may select a successor index or, if no successor index is available, will calculate
the value to be used as the Closing Level of the Underlying. In addition, the Calculation
Agent will calculate the value to be used as the Closing Level of the Underlying in the
event of certain changes in or modifications to the Underlying. For more information,
see “Reference Assets—Indices—Adjustments Relating to Securities with
an Index as a Reference Asset” in the accompanying prospectus supplement.
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An investment in the Securities involves
significant risks. Investing in the Securities is not equivalent to investing directly in the Underlying or the securities composing
the Underlying. Some of the risks that apply to an investment in the Securities are summarized below, but we urge you to read the
more detailed explanation of risks relating to the Securities generally in the “Risk Factors” section of the prospectus
supplement. You should not purchase the Securities unless you understand and can bear the risks of investing in the Securities.
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t
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You risk losing some or all of your principal —
The Securities differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount of the
Securities at maturity. The Issuer will repay you the principal amount of your Securities only if the Final Underlying Level is
greater than or equal to the Initial Underlying Level and will make such payment only at maturity. If the Final Underlying Level
is less than the Initial Underlying Level, you will be exposed to the full negative Underlying Return and the Issuer will repay
less than the full principal amount of the Securities at maturity, if anything, resulting in a percentage loss on your investment
equal to the decline of the Underlying from the Trade Date to the Final Valuation Date. Accordingly, you may lose some or all of
your principal.
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t
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The Upside Gearing applies only if you hold the Securities to maturity
— You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in
the secondary market, if any, the price you receive likely will not reflect the full economic value of the Upside Gearing or the
Securities themselves, and the return you realize may be less than the product of the performance of the Underlying and the Upside
Gearing and may be less than the Underlying’s return itself, even if such return is positive and does not exceed the Maximum
Gain. You can receive the full benefit of the Upside Gearing, subject to the Maximum Gain, only if you hold your Securities to
maturity.
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t
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Your maximum return on the Securities is limited by the Maximum
Gain — If the Final Underlying Level is greater than the Initial Underlying Level, for each Security, the Issuer
will pay you at maturity $10 plus an additional amount that will not exceed a predetermined percentage of the principal amount,
regardless of the appreciation of the Underlying, which may be significant. We refer to this percentage as the Maximum Gain, which
will be set on the Trade Date. Therefore, you will not benefit from any positive Underlying Return in excess of an amount that,
when multiplied by the Upside Gearing, exceeds the Maximum Gain, and your return on the Securities may be less than the return
on a direct investment in the Underlying or its underlying components.
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t
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Credit of Issuer — The Securities are unsecured
and unsubordinated debt obligations of the Issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation
of any third party. Any payment to be made on the Securities, including any repayment of principal, is subject to the ability of
Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. As a result, the actual
and perceived creditworthiness of Barclays Bank PLC may affect the market value of the Securities and, in the event Barclays Bank
PLC were to default on its obligations, you might not receive any amount owed to you under the terms of the Securities.
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t
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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 or beneficial owner of the Securities, by acquiring the Securities,
each holder and beneficial owner of the Securities acknowledges, accepts, agrees to be bound by, and consents to the exercise of,
any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under “Consent to U.K. Bail-in Power”
in this 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 Securities losing all or a part of the value of your investment in the Securities or receiving
a different security from the Securities, which may be worth significantly less than the Securities and which may have significantly
fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise
the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders and beneficial owners
of the Securities. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Securities
will not be a default or an Event of Default (as each term is defined in the 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 Securities. See “Consent to U.K.
Bail-in Power” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating
to the Securities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to
fail could materially adversely affect the value of the securities” and “Risk Factors—Risks Relating to the Securities
Generally—Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the
relevant U.K. resolution authority” in the accompanying prospectus supplement.
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t
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Owning the Securities is not the same as owning the securities composing
the Underlying — The return on your Securities may not reflect the return you would realize if you actually owned
the securities composing the Underlying. As a holder of the Securities, you will not have voting rights or rights to receive dividends
or other distributions or other rights that holders of the securities composing the Underlying would have.
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t
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The Underlying reflects the price return of the securities composing
the Underlying, not the total return — The return on the Securities is based on the performance of the Underlying,
which reflects changes in the market prices of the securities composing the Underlying. The Underlying is not a “total return”
index that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the Underlying.
Accordingly, the return on the Securities will not include such a total return feature.
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t
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Adjustments to the Underlying could adversely affect the value of
the Securities — The sponsor of the Underlying may add, delete, substitute or adjust the securities composing
the Underlying or make other methodological changes to the Underlying that could affect its performance. The Calculation Agent
will calculate the value to be used as the Closing Level of the Underlying in the event of certain material changes in or modifications
to the Underlying. In addition, the sponsor of the Underlying may also discontinue or suspend calculation or publication of the
Underlying at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent
determines to be comparable to the Underlying or, if no successor index is available, the Calculation Agent will determine the
value to be used as the Closing Level of the Underlying. Any of these actions could adversely
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affect
the value of the Underlying and, consequently, the value of the Securities. See “Reference Assets—Indices—Adjustments
Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement.
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t
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No interest payments — The Issuer will not make
periodic interest payments on the Securities.
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t
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Dealer incentives — We, the Agents and affiliates
of the Agents act in various capacities with respect to the Securities. The Agents and various affiliates may act as a principal,
agent or dealer in connection with the Securities. Such Agents, including the sales representatives of UBS Financial Services Inc.,
will derive compensation from the distribution of the Securities and such compensation may serve as an incentive to sell these
Securities instead of other investments. We will pay compensation as specified on the cover of this pricing supplement to the Agents
in connection with the distribution of the Securities, and such compensation may be passed on to affiliates of the Agents or other
third party distributors.
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t
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There may be little or no secondary market for the Securities
— The Securities 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 Securities but are not required to do so, and may discontinue any such secondary
market making at any time, without notice. Even if there is a secondary market, it may not provide enough liquidity to allow you
to trade or sell the Securities easily. Because other dealers are not likely to make a secondary market for the Securities, the
price at which you may be able to trade your Securities is likely to depend on the price, if any, at which Barclays Capital Inc.
and other affiliates of Barclays Bank PLC are willing to buy the Securities. The Securities are not designed to be short-term trading
instruments. Accordingly, you should be able and willing to hold your Securities to maturity.
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t
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Potentially inconsistent research, opinions or recommendations by
Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliates — Barclays Capital Inc., UBS
Financial Services Inc. or their respective affiliates and agents may publish research from time to time on financial markets and
other matters that may influence the value of the Securities, or express opinions or provide recommendations that are inconsistent
with purchasing or holding the Securities. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial
Services Inc. or their respective affiliates or agents may not be consistent with each other and may be modified from time to time
without notice. You should make your own independent investigation of the merits of investing in the Securities and the Underlying.
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t
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Potential Barclays Bank PLC impact on the level of the Underlying
— Trading or transactions by Barclays Bank PLC or its affiliates in the securities composing the Underlying and/or over-the-counter
options, futures or other instruments with returns linked to the performance of the Underlying or the securities composing the
Underlying may adversely affect the level of the Underlying and, therefore, the market value of the Securities.
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t
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The Final Underlying Level is not based on the level of the Underlying
at any time other than the Final Valuation Date — The Final Underlying Level will be based solely on the Closing
Level of the Underlying on the Final Valuation Date and the payment at maturity will be based solely on the Final Underlying Level
as compared to the Initial Underlying Level. Therefore, if the level of the Underlying has declined as of the Final Valuation Date,
the payment at maturity, if any, may be significantly less than it would otherwise have been had the Final Underlying Level been
determined at a time prior to such decline or after the level of the Underlying has recovered. Although the level of the Underlying
on the Maturity Date or at other times during the term of your Securities may be higher than the level of the Underlying on the
Final Valuation Date, you will not benefit from the level of the Underlying at any time other than the Final Valuation Date.
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t
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The Securities are subject to small-capitalization companies risk
— The Underlying tracks companies that are considered small-capitalization companies. These companies often have greater
stock price volatility, lower trading volume and less liquidity than large-capitalization companies, and therefore securities linked
to the Underlying may be more volatile than an investment linked to an index with component stocks issued by large-capitalization
companies. Stock prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies
to adverse business and economic developments. In addition, small-capitalization companies are typically less stable financially
than large-capitalization companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel.
Small-capitalization companies are often subject to less analyst coverage and may be in early, and less predictable, periods of
their corporate existences. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product
or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible
to adverse developments related to their products.
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Many economic and market factors will impact the value of the Securities
— Structured notes, including the Securities, can be thought of as securities that combine a debt instrument with one or
more options or other derivative instruments. As a result, the factors that influence the values of debt instruments and options
or other derivative instruments will also influence the terms and features of the Securities at issuance and their value in the
secondary market. Accordingly, in addition to the level of the Underlying on any day, the value of the Securities will be affected
by a number of economic and market factors that may either offset or magnify each other, including:
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the expected volatility of the Underlying and the securities composing the Underlying;
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the time to maturity of the Securities;
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the market prices of, and dividend rates on, the securities composing the Underlying;
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interest and yield rates in the market generally;
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supply and demand for the Securities;
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a variety of economic, financial, political, regulatory and judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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The estimated value of your Securities is expected to be lower than
the initial issue price of your Securities — The estimated value of your Securities on the Trade Date is expected
to be lower, and may be significantly lower, than the initial issue price of your
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Securities.
The difference between the initial issue price of your Securities and the estimated value of the Securities is expected as a result
of certain factors, such as any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any
selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated
profit that we or any of our affiliates expect to earn in connection with structuring the Securities, the estimated cost that we
may incur in hedging our obligations under the Securities, and estimated development and other costs that we may incur in connection
with the Securities.
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The estimated value of your Securities might be lower if such estimated
value were based on the levels at which our debt securities trade in the secondary market — The estimated value
of your Securities on the Trade Date is based on a number of variables, including our internal funding rates. Our internal funding
rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference,
the estimated values referenced above might be lower if such estimated values were based on the levels at which our benchmark debt
securities trade in the secondary market. Also, this difference in funding rate as well as certain factors, such as sales commissions,
selling concessions, estimated costs and profits mentioned below, reduces the economic terms of the Securities to you.
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The estimated value of the Securities is based on our internal pricing
models, which may prove to be inaccurate and may be different from the pricing models of other financial institutions
— The estimated value of your Securities on the Trade Date is based on our internal pricing models, which take into account
a number of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and
assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial
institutions’ pricing models and the methodologies used by us to estimate the value of the Securities may not be consistent
with those of other financial institutions that may be purchasers or sellers of Securities in the secondary market. As a result,
the secondary market price of your Securities may be materially different from the estimated value of the Securities determined
by reference to our internal pricing models.
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The estimated value of your Securities is not a prediction of the
prices at which you may sell your Securities in the secondary market, if any, and such secondary market prices, if any, will likely
be lower than the initial issue price of your Securities and may be lower than the estimated value of your Securities
— The estimated value of the Securities will not be a prediction of the prices at which Barclays Capital Inc., other affiliates
of ours or third parties may be willing to purchase the Securities from you in secondary market transactions (if they are willing
to purchase, which they are not obligated to do). The price at which you may be able to sell your Securities in the secondary market
at any time will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread
for similar sized trades, and may be substantially less than our estimated value of the Securities. Further, as secondary market
prices of your Securities take into account the levels at which our debt securities trade in the secondary market, and do not take
into account our various costs related to the Securities such as fees, commissions, discounts, and the costs of hedging our obligations
under the Securities, secondary market prices of your Securities will likely be lower than the initial issue price of your Securities.
As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the
Securities from you in secondary market transactions, if any, will likely be lower than the price you paid for your Securities,
and any sale prior to the Maturity Date could result in a substantial loss to you.
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The temporary price at which we may initially buy the Securities
in the secondary market and the value we may initially use for customer account statements, if we provide any customer account
statements at all, may not be indicative of future prices of your Securities — Assuming that all relevant factors
remain constant after the Trade Date, the price at which Barclays Capital Inc. may initially buy or sell the Securities in the
secondary market (if Barclays Capital Inc. makes a market in the Securities, which it is not obligated to do) and the value that
we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated
value of the Securities on the Trade Date, as well as the secondary market value of the Securities, for a temporary period after
the initial issue date of the Securities. The price at which Barclays Capital Inc. may initially buy or sell the Securities in
the secondary market and the value that we may initially use for customer account statements may not be indicative of future prices
of your Securities. Please see “Additional Information Regarding Our Estimated Value of the Securities” on page PS-3
for further information.
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We and our affiliates may engage in various activities or make determinations
that could materially affect your Securities in various ways and create conflicts of interest — We and our affiliates
play a variety of roles in connection with the issuance of the Securities, as described below. In performing these roles, our and
our affiliates’ economic interests are potentially adverse to your interests as an investor in the Securities.
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In connection with our normal
business activities and in connection with hedging our obligations under the Securities, we and our affiliates make markets in
and trade various financial instruments or products for our accounts and for the account of our clients and otherwise provide investment
banking and other financial services with respect to these financial instruments and products. These financial instruments and
products may include securities, derivative instruments or assets that may relate to the Underlying or its components. In any such
market making, trading and hedging activity, investment banking and other financial services, we or our affiliates may take positions
or take actions that are inconsistent with, or adverse to, the investment objectives of the holders of the Securities. We and our
affiliates have no obligation to take the needs of any buyer, seller or holder of the Securities into account in conducting these
activities. Such market making, trading and hedging activity, investment banking and other financial services may negatively impact
the value of the Securities.
In addition, the role played
by Barclays Capital Inc., as the agent for the Securities, could present significant conflicts of interest with the role of Barclays
Bank PLC, as issuer of the Securities. For example, Barclays Capital Inc. or its representatives may derive compensation or financial
benefit from the distribution of the Securities and such compensation or financial benefit may serve as an incentive to sell the
Securities instead of other investments. Furthermore, we and our affiliates establish the offering price of the Securities for
initial sale to the public, and the offering price is not based upon any independent verification or valuation.
In addition to the activities
described above, we will also act as the Calculation Agent for the Securities. As Calculation Agent, we will determine any values
of the Underlying and make any other determinations necessary to calculate any payments on the Securities. In
making these determinations,
we may be required to make discretionary judgments, including determining whether a market disruption event has occurred on any
date that the value of the Underlying is to be determined; if the Underlying is discontinued or if the sponsor of the Underlying
fails to publish the Underlying, selecting a successor index or, if no successor index is available, determining any value necessary
to calculate any payments on the Securities; and calculating the value of the Underlying on any date of determination in the event
of certain changes in or modifications to the Underlying. In making these discretionary judgments, our economic interests are potentially
adverse to your interests as an investor in the Securities, and any of these determinations may adversely affect any payments on
the Securities.
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The U.S. federal income tax consequences of an investment in the
Securities are uncertain — There is no direct legal authority regarding the proper U.S. federal income tax treatment
of the Securities, 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 Securities are uncertain, and the IRS or a court might not agree with the treatment
of the Securities as prepaid forward contracts, as described under “What Are the Tax Consequences of an Investment in the
Securities?” below. If the IRS were successful in asserting an alternative treatment for the Securities, the tax consequences
of the ownership and disposition of the Securities could be materially and adversely affected. In addition, in 2007 the Treasury
Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment
of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after
consideration of these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly
with retroactive effect. You should review carefully the sections of the accompanying prospectus supplement entitled “Material
U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative
Contracts” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,” and consult your
tax advisor regarding the U.S. federal tax consequences of an investment in the Securities (including possible alternative treatments
and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S.
taxing jurisdiction.
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Hypothetical Examples and Return Table of the Securities at Maturity
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Hypothetical terms only. Actual terms
may vary. See the cover page for actual offering terms.
The examples and table below illustrate the payment at maturity
for a $10 principal amount Security on a hypothetical offering of Securities under various scenarios, with the assumptions set
forth below.* You should not take these examples or the table below as an indication or assurance of the expected performance of
the Securities. The examples and table below do not take into account any tax consequences from investing in the Securities. Numbers
appearing in the examples and table below have been rounded for ease of analysis.
Term:
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Approximately 14 months
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Hypothetical Initial Underlying Level:
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100.000
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Upside Gearing:
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3.0
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Hypothetical Maximum Gain:
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14.05% (the bottom of the range of 14.05% to 16.05%)
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*
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Terms used for purposes of these hypothetical examples may not represent the actual Maximum Gain, Initial Underlying Level
or Final Underlying Level. The actual Maximum Gain will be set on the Trade Date. The hypothetical Initial Underlying Level of
100.000 has been chosen for illustrative purposes only and may not represent a likely actual Initial Underlying Level. The actual
Initial Underlying Level will be the Closing Level of the Underlying on the Trade Date, and the actual Final Underlying Level will
be the Closing Level of the Underlying on the Final Valuation Date. For historical Closing Levels of the Underlying, please see
the historical information set forth under the section titled “Russell 2000® Index” below. We cannot
predict the Closing Level of the Underlying on any day during the term of the Securities, including on the Final Valuation Date.
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Final Underlying Level
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Underlying
Return
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Payment
at Maturity
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Total Return on Securities
at Maturity1
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180.000
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80.000%
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$11.405
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14.05%
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170.000
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70.000%
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$11.405
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14.05%
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160.000
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60.000%
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$11.405
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14.05%
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150.000
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50.000%
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$11.405
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14.05%
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140.000
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40.000%
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$11.405
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14.05%
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130.000
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30.000%
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$11.405
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14.05%
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120.000
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20.000%
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$11.405
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14.05%
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110.000
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10.000%
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$11.405
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14.05%
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105.000
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5.000%
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$11.405
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14.05%
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104.684
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4.684%
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$11.405
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14.05%
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102.500
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2.500%
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$10.750
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7.50%
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101.000
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1.000%
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$10.300
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3.00%
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100.000
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0.000%
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$10.000
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0.00%
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95.000
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-5.000%
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$9.500
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-5.00%
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90.000
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-10.000%
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$9.000
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-10.00%
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80.000
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-20.000%
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$8.000
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-20.00%
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70.000
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-30.000%
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$7.000
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-30.00%
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60.000
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-40.000%
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$6.000
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-40.00%
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50.000
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-50.000%
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$5.000
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-50.00%
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40.000
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-60.000%
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$4.000
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-60.00%
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30.000
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-70.000%
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$3.000
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-70.00%
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20.000
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-80.000%
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$2.000
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-80.00%
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10.000
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-90.000%
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$1.000
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-90.00%
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0.000
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-100.000%
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$0.000
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-100.00%
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1
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The “total return” is the number, expressed as a percentage, that results from comparing the payment at maturity per Security to the purchase price of $10 per Security.
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Example
1 — The Closing Level of the Underlying increases 2.500% from the Initial Underlying Level of 100.000 to a Final
Underlying Level of 102.500, resulting in an Underlying Return of 2.500%.
Because the Underlying Return of 2.500% is positive and such
Underlying Return multiplied by the Upside Gearing of 3.0 is less than the Maximum Gain of 14.05%, the Issuer will pay a payment
at maturity calculated as follows per Security:
$10 + ($10 × the lesser of (a) Underlying
Return × Upside Gearing and (b) the Maximum Gain)
$10 + ($10 × 2.500% × 3.0) =
$10 + $0.75 = $10.750
The payment at maturity of $10.750 per Security represents a
total return on the Securities of 7.50%.
Example
2 — The Closing Level of the Underlying increases 10.000% from the Initial Underlying Level of 100.000 to a Final
Underlying Level of 110.000, resulting in an Underlying Return of 10.000%.
Because the Underlying Return of 10.000% is positive and such
Underlying Return multiplied by the Upside Gearing of 3.0 is greater than the Maximum Gain of 14.05%, the Issuer will pay a payment
at maturity calculated as follows per Security:
$10 + ($10 × the lesser of (a) Underlying
Return × Upside Gearing and (b) the Maximum Gain)
$10 + ($10 × 14.05%) = $10 + $1.405
= $11.405
The payment at maturity of $11.405 per Security, which is the
maximum payment on the Securities, represents a total return on the Securities equal to the Maximum Gain of 14.05%.
Example
3 — The Closing Level of the Underlying decreases 60.00% from the Initial Underlying Level of 100.000 to a Final
Underlying Level of 40.000, resulting in an Underlying Return of -60.000%.
Because the Underlying Return is negative, the Issuer will pay
a payment at maturity calculated as follows per Security:
$10 + ($10 × Underlying Return)
$10 + ($10 × -60.000%) = $10 + -$6
= $4.000
The payment at maturity of $4.000 per Security represents a loss
on the Securities of 60.000%, which reflects the Underlying Return of -60.000%.
If the Underlying Return is negative, at maturity the Issuer
will repay less than the full principal amount, if anything, resulting in a percentage loss on your investment equal to the decline
of the Underlying from the Trade Date to the Final Valuation Date.
What Are the Tax Consequences
of an Investment in the Securities?
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You should review carefully the sections
entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated as Prepaid
Forward or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S. Holders,”
in the accompanying prospectus supplement. The following discussion, when read in combination with those sections, constitutes
the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences
of owning and disposing of the Securities.
Based on current market conditions,
in the opinion of our special tax counsel, it is reasonable to treat the Securities for U.S. federal income tax purposes as prepaid
forward contracts with respect to the Underlying. Assuming this treatment is respected, upon a sale or exchange of the Securities
(including 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 Securities, which should equal the amount you paid to acquire the Securities.
This gain or loss on your Securities should be treated as long-term capital gain or loss if you hold your Securities for more than
a year, whether or not you are an initial purchaser of Securities at the original issue price. However, the IRS or a court may
not respect this treatment, in which case the timing and character of any income or loss on the Securities could be materially
and adversely affected. In addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on
the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in
particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks
for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance
of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income
(including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments
are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize
certain long-term capital gain as ordinary income and impose a notional interest charge. While the notice requests comments on
appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of
these issues could materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive
effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Securities,
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 intend to treat payments on the Securities 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, 2021 that do not have a “delta
of one” with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each
an “Underlying Security”). Based on our determination that the Securities do not have a “delta of one”
within the meaning of the regulations, we expect that these regulations should not apply to the Securities with regard to non-U.S.
holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex
and its application may depend on your particular circumstances, including whether you enter into other transactions with respect
to an Underlying Security. If necessary, further information regarding the potential application of Section 871(m) will be provided
in the pricing supplement for the Securities. You should consult your tax advisor regarding the potential application of Section
871(m) to the Securities.
The Underlying measures the capitalization-weighted
price performance of 2,000 small-capitalization stocks and is designed to track the performance of the small-capitalization segment
of the U.S. equity market. For more information about the Underlying, see “Indices—The Russell Indices” in the
accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of
the Underlying from January 2, 2008 through October 31, 2019, based on the daily Closing Levels of the Underlying. The Closing
Level of the Underlying on October 31, 2019 was 1,562.452.
We obtained the Closing Levels of the
Underlying from Bloomberg Professional® service, without independent verification. Historical performance of the
Underlying should not be taken as an indication of future performance. Future performance of the Underlying may differ significantly
from historical performance, and no assurance can be given as to the Closing Level of the Underlying during the term of the Securities,
including on the Final Valuation Date. We cannot give you assurance that the performance of the Underlying will not result in a
loss on your initial investment.
PAST PERFORMANCE
IS NOT INDICATIVE OF FUTURE RESULTS.