Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 05 2019 - 4:21PM
Edgar (US Regulatory)
Barclays Bank PLC
Market Linked Securities
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Filed Pursuant to Rule 433
Registration No. 333-232144
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Market Linked
Securities—Leveraged Upside Participation and Contingent Downside
Principal
at Risk Securities Linked to the Dow Jones Industrial Average® due December 1, 2025
Term Sheet
dated November 5, 2019 to Preliminary Pricing Supplement dated November 5, 2019 (the “PPS”)
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Summary
of Terms
Issuer
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Barclays Bank PLC
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Term
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Approximately 6 years
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Reference
Asset
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Dow Jones Industrial Average® (Bloomberg ticker symbol “INDU<Index>”) (the “Index”)
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Pricing
Date
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November 25, 20191
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Issue
Date
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November 29, 20191
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Calculation
Day
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November 21, 20251
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Stated
Maturity Date
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December 1, 20251
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Original
Offering Price2
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$1,000 per security (100% of par)
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Maturity
Payment Amount
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See “Calculation of the Maturity Payment Amount” on page 3 of this term sheet.
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Starting
Level
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The closing level of the Index on the pricing date
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Ending
Level
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The closing level of the Index on the calculation day
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Threshold
Level
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60% of the starting level
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Participation
Rate
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130% to 140%, to be determined on the pricing date
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Calculation
Agent
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Barclays Bank PLC
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Denominations
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$1,000 and any integral multiple of $1,000
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CUSIP/ISIN
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06747NPM0 / US06747NPM01
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Agent
Discount
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Up to 4.30%; dealers, including those using the trade name Wells Fargo Advisors (WFA), may receive a selling concession of 2.50% and WFA will receive a distribution expense fee of 0.12%
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Investment
Description
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·
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Linked
to the Dow Jones Industrial Average®
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·
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Unlike
ordinary debt securities, the securities do not pay interest or repay a fixed amount of principal at maturity. Instead, the securities
provide for a maturity payment amount that may be greater than, equal to or less than the original offering price of the securities,
depending on the performance of the Index from the starting level to the ending level.
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The maturity payment amount will reflect the following
terms:
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o
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If the level of the Index increases:
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You will receive the original offering price plus
130% to 140% (to be determined on the pricing date) participation in the upside performance of the Index
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o
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If the level of the Index remains flat or decreases
but the decrease is not more than 40%:
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You will be repaid the original offering price
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o
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If the level of the Index decreases by more than
40%:
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You will have full downside exposure to the decrease
in the level of the Index from the starting level, and you will lose more than 40%, and possibly all, of the original offering
price of your securities
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·
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Investors
may lose more than 40%, and possibly all, of the original offering price
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·
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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 in the PPS) by the relevant U.K. resolution authority, you might not receive any amounts
owed to you under the securities. See “Selected Risk Considerations” and “Consent to U.K. Bail-in Power”
in the PPS and “Risk Factors” in the accompanying prospectus supplement.
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·
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No
periodic interest payments or dividends
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·
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No
exchange listing; designed to be held to maturity
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1 Expected. In the event that we make any change
to the expected pricing date or issue date, the calculation day and/or the stated maturity date may be changed so that the stated
term of the securities remains the same.
2 The issuer’s estimated value of the securities
on the pricing date, based on its internal pricing models, is expected to be between $900.00 and $936.30 per security. The estimated
value is expected to be less than the original offering price of the securities. See “Additional Information Regarding Our
Estimated Value of the Securities” on page PPS-5 of the PPS.
THIS TERM SHEET DOES NOT PROVIDE
ALL OF THE INFORMATION THAT AN INVESTOR SHOULD CONSIDER PRIOR TO MAKING AN INVESTMENT DECISION. The securities will
have the terms specified in the prospectus dated August 1, 2019, the prospectus supplement dated August 1, 2019 and the underlying
supplement dated August 1, 2019, as supplemented or superseded by the PPS. The securities have complex features, and investing
in the securities involves risks not associated with an investment in conventional debt securities. Investors should carefully
consider the terms of the securities set forth in the aforementioned documents.
The securities constitute our unsecured and unsubordinated
obligations. The securities are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance
agency of the United States, the United Kingdom or any other jurisdiction.
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. See “Consent to U.K. Bail-in Power” in the PPS.
Hypothetical Payout Profile
The profile to the right is based on a hypothetical
participation rate of 135% (the midpoint of the specified range for the participation rate) and a threshold level equal to 60%
of the starting level.
For purposes of the following graph, “Index
return” means the percentage change from the starting level to the ending level. This graph has been prepared for purposes
of illustration only. Your actual return will depend on the actual ending level, the actual participation rate and whether you
hold your securities to maturity. If the participation rate is less than 135%, your actual return may be lower than the returns
shown.
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Hypothetical Returns
Hypothetical
ending level
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Percentage change from the hypothetical
starting level to the hypothetical
ending level
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Hypothetical maturity payment amount per security
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Hypothetical pre-tax total rate of return
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175.00
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75.00%
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$2,012.50
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101.25%
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150.00
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50.00%
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$1,675.00
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67.50%
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140.00
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40.00%
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$1,540.00
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54.00%
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130.00
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30.00%
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$1,405.00
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40.50%
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120.00
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20.00%
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$1,270.00
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27.00%
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110.00
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10.00%
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$1,135.00
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13.50%
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105.00
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5.00%
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$1,067.50
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6.75%
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100.00(1)
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0.00%
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$1,000.00
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0.00%
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95.00
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-5.00%
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$1,000.00
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0.00%
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90.00
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-10.00%
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$1,000.00
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0.00%
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75.00
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-25.00%
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$1,000.00
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0.00%
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60.00
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-40.00%
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$1,000.00
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0.00%
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59.00
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-41.00%
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$590.00
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-41.00%
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50.00
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-50.00%
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$500.00
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-50.00%
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25.00
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-75.00%
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$250.00
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-75.00%
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0.00
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-100.00%
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$0.00
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-100.00%
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The returns shown above reflect a
hypothetical participation rate of 135% (the midpoint of the specified range for the participation rate) and a threshold level
equal to 60% of the starting level. Each security has an original offering price of $1,000.
(1) The hypothetical starting level
of 100.00 has been chosen for illustrative purposes only and does not represent the actual starting level. The actual starting
level will be the closing level of the Index on the pricing date. For historical closing levels of the Index, see the historical
information set forth under the section titled “The Dow Jones Industrial Average®” in the accompanying
PPS.
The above figures are for purposes of illustration
only and may have been rounded for ease of analysis. The actual maturity payment amount and the resulting pre-tax rate of return
will depend on the actual starting level, actual ending level and actual participation rate. There can be no prediction of the
closing level of the Index on any day during the term of the securities, including on the calculation day. If the participation
rate is less than 135%, the actual maturity payment amount and the resulting pre-tax rate of return may be lower than the maturity
payment amounts and the resulting pre-tax rates of return shown above.
Calculation of the Maturity Payment Amount
The maturity payment amount per security will be determined
as follows:
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·
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If the ending level is greater than the starting level, the maturity payment amount will be equal to $1,000 plus:
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·
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If the ending level is less than or equal to the starting level, but
greater than or equal to the threshold level, the maturity payment amount will be equal to $1,000
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·
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If the ending level is less than the threshold level, the maturity
payment amount will be equal to $1,000 minus
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If the ending level is less than the threshold level, you
will lose more than 40%, and possibly all, of the original offering price of your 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. 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.
Selected Risk Considerations
An investment in the securities involves
significant risks. Investing in the securities is not equivalent to investing directly in any of the securities composing the Index.
You should carefully review the risk disclosures set forth under the “Risk Factors” section of the prospectus supplement
and the “Selected Risk Considerations” section in the accompanying PPS. The risks set forth below are discussed in
detail in the “Selected Risk Considerations” section in the accompanying PPS.
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·
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If The Ending Level Is Less Than The Threshold Level, You Will Lose
More Than 40%, And Possibly All, Of The Original Offering Price Of Your Securities At Maturity.
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No Periodic Interest Will Be Paid On The Securities.
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The Securities Are Subject To The Credit Risk Of Barclays Bank PLC.
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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.
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The Securities Will Not Be Listed On Any Securities Exchange And We
Do Not Expect A Trading Market For The Securities To Develop.
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·
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The Value Of The Securities Prior To Maturity Will Be Affected By
Numerous Factors, Some Of Which Are Related In Complex Ways.
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·
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No Assurance That The Investment View Implicit In The Securities Will
Be Successful.
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Owning The Securities Is Not The Same As Owning The Securities Composing
The Index.
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·
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The Index Reflects The Price Return Of The Securities Composing The
Index, Not The Total Return.
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·
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Adjustments To The Index Could Adversely Affect The Value Of The Securities
And The Amount You Will Receive At Maturity.
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·
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The Estimated Value Of Your Securities Is Expected To Be Lower Than
The Original Offering Price Of Your Securities.
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·
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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.
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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.
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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 Original Offering Price Of Your Securities And May Be Lower Than The Estimated Value Of Your Securities.
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·
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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.
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We, Our Affiliates And Any Other Agent And/Or Participating Dealer
May Engage In Various Activities Or Make Determinations That Could Materially Affect Your Securities In Various Ways And Create
Conflicts Of Interest.
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The Historical Performance Of The Index Is Not An Indication Of Its
Future Performance.
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The Ending Level Is Not Based On The Closing Level Of The Index At
Any Time Other Than The Calculation Day.
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·
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Potentially Inconsistent Research, Opinions Or Recommendations By
Barclays Capital Inc., WFS Or Their Respective Affiliates.
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We Cannot Control Actions Of Any Of The Unaffiliated Companies Whose
Securities Are Included As Components Of The Index.
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We And Our Affiliates Have No Affiliation With The Index Sponsor And
Have Not Independently Verified Its Public Disclosure Of Information.
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The U.S. Federal Income Tax Consequences Of An Investment In The Securities
Are Uncertain.
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Not suitable for all investors
Investment suitability must be determined
individually for each investor. 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 “Selected Risk Considerations” beginning on page PPS-10 of the accompanying PPS
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 Index, please see the section titled “The Dow Jones Industrial Average®”
in the PPS.
Barclays Bank PLC has filed a registration statement
(including a prospectus) with the SEC for the offering to which this term sheet relates. Before you invest, you should read the
prospectus dated August 1, 2019, the prospectus supplement dated August 1, 2019, the underlying supplement dated August 1, 2019,
the PPS and other documents Barclays Bank PLC has filed with the SEC for more complete information about Barclays Bank PLC and
this offering. You may get these documents and other documents Barclays Bank PLC has filed for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, Barclays Bank PLC or any agent or dealer participating in this offering will arrange to
send you each of these documents if you request them by calling your Barclays Bank PLC sales representative, such dealer or toll-free
1-888-227-2275 (Extension 2-3430). A copy of each of these documents may be obtained from Barclays Capital Inc., 745 Seventh Avenue—Attn:
US InvSol Support, New York, NY 10019.
Consult your tax advisor
Investors should review carefully the accompanying
PPS, prospectus supplement and prospectus and consult their tax advisors regarding the application of the U.S. federal tax laws
to their particular circumstances, as well as any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction.
As
used in this term sheet, “we,” “us” and “our” refer to Barclays Bank PLC. Wells Fargo Advisors
is a trade name used by Wells Fargo Clearing Services, LLC and Wells Fargo Advisors Financial Network, LLC, members SIPC, separate
registered broker-dealers and non-bank affiliates of Wells Fargo & Company.
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