Pricing Supplement dated September 21, 2022 | Filed Pursuant to Rule 424(b)(2) |
| Registration Statement No. 333-265158 |
$14,246,000 Barclays Bank PLC Trigger AutocallableContingent Yield Notes
Linked to the lesser performing of the SPDR® S&P500® ETF Trust and the Energy Select Sector SPDR® Fund due September 24, 2027
The Trigger Autocallable Contingent Yield Notes (the “Notes”)are unsecured and unsubordinated debt obligations issued by Barclays Bank PLC (the “Issuer”) linked to the lesser performingof the SPDR® S&P 500® ETF Trust and the Energy Select Sector SPDR® Fund (each an“Underlying” and together the “Underlyings”). On a quarterly basis, unless the Notes have been previously called,the Issuer will pay you a coupon (the “Contingent Coupon”) if the Closing Price of each Underlying on the applicable ObservationDate is greater than or equal to its specified Coupon Barrier. Otherwise, no Contingent Coupon will be paid for that quarter. The Issuerwill automatically call the Notes if the Closing Price of each Underlying on any quarterly Observation Date, beginning on September 21,2023, is greater than or equal to its Closing Price on the Trade Date (the “Initial Underlying Price”). If the Notes are automaticallycalled, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that isalso the Call Settlement Date, and no further amounts will be owed to you under the Notes. If the Notes are not automatically called andthe Closing Price of each Underlying on the Final Valuation Date (the “Final Underlying Price”) is greater than or equal toits specified Downside Threshold (which is set equal to its Coupon Barrier), the Issuer will pay you a cash payment at maturity equalto the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date.However, if the Final Underlying Price of either Underlying is less than its Downside Threshold, the Issuer will pay you a cash paymentat maturity that is less than the principal amount, if anything, resulting in a percentage loss of principal equal to the negative UnderlyingReturn of the Underlying with the lower Underlying Return (the “Lesser Performing Underlying”). In this case, you will havefull downside exposure to the Lesser Performing Underlying from its Initial Underlying Price to its Final Underlying Price, and couldlose all of your principal. Investing in the Notes involves significant risks.You may lose a significant portion or all of your principal. You may receive few or no Contingent Coupons during the term of the Notes.You will be exposed to the market risk of each Underlying and any decline in the price of one Underlying may negatively affect your returnand will not be offset or mitigated by a lesser decline or any potential increase in the price of the other Underlying. The Final UnderlyingPrice of each Underlying is observed relative to its Downside Threshold only on the Final Valuation Date, and the contingent repaymentof principal applies only if you hold the Notes to maturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater therisk of loss on that Note. Your return potential on the Notes is limited to any Contingent Coupons paid on the Notes, and you will notparticipate in any appreciation of either Underlying. Any payment on the Notes, including any repayment of principal, is subject to thecreditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligationsor 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 Notes. See “Consent to U.K. Bail-in Power” inthis pricing supplement and “Risk Factors” in the accompanying prospectus supplement.
Features | |
q Contingent Coupon: Unless the Notes have been previously called, the Issuer will pay you a Contingent Coupon for each quarter if the Closing Price of each Underlying on the applicable Observation Date is greater than or equal to its Coupon Barrier. Otherwise, no Contingent Coupon will be paid for that quarter. q Automatic Call: The Issuer will automatically call the Notes if the Closing Price of each Underlying on any quarterly Observation Date, beginning on September 21, 2023, is greater than or equal to its Initial Underlying Price. If the Notes are automatically called, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes. q Downside Exposure with Contingent Repayment of Principal at Maturity: If the Notes are not automatically called and the Final Underlying Price of each Underlying is greater than or equal to its Downside Threshold, the Issuer will pay you a cash payment at maturity equal to the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date. However, if the Final Underlying Price of either Underlying is less than its Downside Threshold, the Issuer will repay less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Lesser Performing Underlying. The Final Underlying Price of each Underlying is observed relative to its Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal applies only if you hold the Notes to maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC. | |
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Key Dates1 |
Trade Date: | September 21, 2022 |
Settlement Date: | September 26, 2022 |
Observation Dates: | Quarterly (callable beginning September 21, 2023) (see page PS-8) |
Final Valuation Date: | September 21, 2027 |
Maturity Date: | September 24, 2027 |
1 The Observation Dates, including the Final Valuation Date, and the Maturity Date are subject to postponement. See “Final Terms” on page PS-6 of this pricing supplement. |
NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONALDEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CANHAVE THE FULL DOWNSIDE MARKET RISK OF THE LESSER PERFORMING UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT INPURCHASING A DEBT OBLIGATION OF BARCLAYS BANK PLC. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITHTHE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEYRISKS” BEGINNING ON PAGE PS-9 OF THIS PRICING SUPPLEMENT AND “RISK FACTORS” BEGINNING ON PAGE S-9 OF THE PROSPECTUSSUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECTTHE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR PRINCIPAL AMOUNT. THE NOTES WILLNOT BE LISTED ON ANY SECURITIES EXCHANGE.
NOTWITHSTANDING AND TO THE EXCLUSION OF ANY OTHER TERM OF THE NOTESOR ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN BARCLAYS BANK PLC AND ANY HOLDER OR BENEFICIAL OWNER OF THE NOTES, BYACQUIRING THE NOTES, EACH HOLDER AND BENEFICIAL OWNER OF THE NOTES ACKNOWLEDGES, ACCEPTS, AGREES TO BE BOUND BY AND CONSENTS TO THE EXERCISEOF, ANY U.K. BAIL-IN POWER BY THE RELEVANT U.K. RESOLUTION AUTHORITY. SEE “CONSENT TO U.K. BAIL-IN POWER” ON PAGE PS-4 OFTHIS PRICING SUPPLEMENT.
We are offering Trigger Autocallable Contingent Yield Notes linked tothe lesser performing of the SPDR® S&P 500® ETF Trust and the Energy Select Sector SPDR® Fund.The Initial Underlying Price of each Underlying is the Closing Price of that Underlying on the Trade Date. The Notes are offered at aminimum investment of 100 Notes at $10 per Note (representing a $1,000 investment), and integral multiples of $10 in excess thereof.
Underlying | Contingent Coupon Rate | Initial Underlying Price | Coupon Barrier* | Downside Threshold* | CUSIP/ ISIN |
SPDR® S&P 500® ETF Trust (SPY) | 11.80% per annum | $377.39 | $226.43, which is 60.00% of the Initial Underlying Price | $226.43,which is 60.00% of the Initial Underlying Price | 06748C859 / US06748C8597 |
Energy Select Sector SPDR® Fund (XLE) | $75.97 | $45.58, which is 60.00% of the Initial Underlying Price | $45.58, which is 60.00% of the Initial Underlying Price |
* Rounded to two decimal places
See “Additional Information about Barclays Bank PLC and theNotes” on page PS-2 of this pricing supplement. The Notes will have the terms specified in the prospectus dated May 23, 2022, theprospectus supplement dated June 27, 2022, the underlying supplement dated June 27, 2022 and this pricing supplement.
Neither the U.S. Securities and Exchange Commission (the “SEC”)nor any state securities commission has approved or disapproved of the Notes or determined that this pricing supplement is truthful orcomplete. Any representation to the contrary is a criminal offense.
We may use this pricing supplement in the initial sale of the Notes.In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement in market resale transactions in anyof the Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplementis being used in a market resale transaction.
The Notes constitute our unsecured and unsubordinated obligations.The Notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insuredby the U.S. Federal Deposit Insurance Corporation or any other governmental agency or deposit insurance agency of the United States, theUnited Kingdom or any other jurisdiction.
| Initial Issue Price1 | Underwriting Discount | Proceeds to Barclays Bank PLC |
Per Note | $10.00 | $0.25 | $9.75 |
Total | $14,246,000 | $356,150 | $13,889,850 |
1 Our estimated value of the Notes on the Trade Date, basedon our internal pricing models, is $9.31 per Note. The estimated value is less than the initial issue price of the Notes. See “AdditionalInformation Regarding Our Estimated Value of the Notes” on page PS-3 of this pricing supplement.
UBS Financial Services Inc. | Barclays Capital Inc. |
Additional Information about Barclays Bank PLC and the Notes |
You should read this pricing supplement together with the prospectusdated May 23, 2022, as supplemented by the prospectus supplement dated June 27, 2022 relating to our Global Medium-Term Notes, SeriesA, of which these Notes are a part, and the underlying supplement dated June 27, 2022. This pricing supplement, together with the documentslisted below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other writtenmaterials 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 “RiskFactors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge youto consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
If the terms set forth in this pricing supplement differ from thoseset 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 asfollows (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 thispricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC. In this pricing supplement, “Notes”refers to the Trigger Autocallable Contingent Yield Notes that are offered hereby, unless the context otherwise requires.
Additional Information Regarding Our Estimated Value of the Notes |
Our internal pricing models take into account a number of variablesand are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest ratesand our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables, suchas market benchmarks, our appetite for borrowing and our existing obligations coming to maturity) may vary from the levels at which ourbenchmark 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 Notes might be lower if such valuation were based on the levels at which our benchmark debt securities tradein the secondary market.
Our estimated value of the Notes on the Trade Date is less than theinitial issue price of the Notes. The difference between the initial issue price of the Notes and our estimated value of the Notes resultsfrom several factors, including any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions,discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliatesexpect to earn in connection with structuring the Notes, the estimated cost that we may incur in hedging our obligations under the Notes,and estimated development and other costs that we may incur in connection with the Notes.
Our estimated value on the Trade Date is not a prediction of the priceat which the Notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may buy or sell the Notesin the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends tooffer to purchase the Notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the Trade Date,the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market, if any, and the value that we mayinitially use for customer account statements, if we provide any customer account statements at all, may exceed our estimated value onthe Trade Date for a temporary period expected to be approximately eight months after the initial issue date of the Notes because, inour discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under theNotes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes. We made such discretionaryelection and determined this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the Notesand/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs that we effectively reimburse toinvestors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at anytime or revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market conditionsand other factors that cannot be predicted.
We urge you to read the “Key Risks” beginning on pagePS-9 of this pricing supplement.
Consent to U.K. Bail-in Power |
Notwithstanding and to the exclusion of any other term of the Notesor any other agreements, arrangements or understandings between us and any holder or beneficial owner of the Notes, by acquiring the Notes,each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-inPower by the relevant U.K. resolution authority.
Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolutionauthority may exercise a U.K. Bail-in Power in circumstances in which the relevant U.K. resolution authority is satisfied that the resolutionconditions are met. These conditions include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the FinancialServices 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 resolutionconditions 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 amountof, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a portion, of the principal amount of, intereston, or any other amounts payable on, the Notes into shares or other securities or other obligations of Barclays Bank PLC or another person(and the issue to, or conferral on, the holder or beneficial owner of the Notes such shares, securities or obligations); (iii) the cancellationof the Notes and/or (iv) the amendment or alteration of the maturity of the Notes, or amendment of the amount of interest or any otheramounts due on the Notes, or the dates on which interest or any other amounts become payable, including by suspending payment for a temporaryperiod; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Notes solely to give effect to the exerciseby the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial owner of the Notes further acknowledgesand agrees that the rights of the holders or beneficial owners of the Notes are subject to, and will be varied, if necessary, solely togive effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consentand acknowledgment is not a waiver of any rights holders or beneficial owners of the Notes may have at law if and to the extent that anyU.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—Risks Relatingto the Issuer—You may lose some or all of your investment if any U.K. bail-in power is exercised by the relevant U.K. resolutionauthority” in this pricing supplement as well as “U.K. Bail-in Power,” “Risk Factors—Risks Relating to theSecurities Generally—Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail, includingthe exercise by the relevant U.K. resolution authority of a variety of statutory resolution powers, could materially adversely affectthe value of any securities” and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of thesecurities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” inthe accompanying prospectus supplement.
The Notes may be suitable for you if:
| ¨ | You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire principal amount. |
| ¨ | You can tolerate a loss of a significant portion or all of your principal amount and are willing to make an investment that may havethe full downside market risk of an investment in the Lesser Performing Underlying. |
| ¨ | You are willing and able to accept the individual market risk of each Underlying and understand that any decline in the price of oneUnderlying will not be offset or mitigated by a lesser decline or any potential increase in the price of the other Underlying. |
| ¨ | You believe each Underlying is likely to close at or above its Coupon Barrier on the specified Observation Dates, and, if either Underlyingdoes not, you can tolerate receiving few or no Contingent Coupons over the term of the Notes. |
| ¨ | You believe the Final Underlying Price of each Underlying is not likely to be less than its Downside Threshold and, if the Final UnderlyingPrice of either Underlying is less than its Downside Threshold, you can tolerate a loss of a significant portion or all of your principalamount. |
| ¨ | You understand and accept that you will not participate in any appreciation of either Underlying, which may be significant, and thatyour return potential on the Notes is limited to any Contingent Coupons paid on the Notes. |
| ¨ | You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuationsin the prices of the Underlyings. |
| ¨ | You are willing and able to hold Notes that will be called on the earliest quarterly Observation Date, beginning on September 21,2023, on which the Closing Price of each Underlying is greater than or equal to its Initial Underlying Price, and you are otherwise willingand able to hold the Notes to maturity and accept that there may be little or no secondary market for the Notes. |
| ¨ | You are willing to invest in the Notes based on the Contingent Coupon Rate specified on the cover of this pricing supplement. |
| ¨ | You do not seek guaranteed current income from this investment, you are willing to accept the risk of contingent yield and you arewilling to forgo any dividends paid on the Underlyings or the component securities held by the Underlyings. |
| ¨ | You understand and are willing to accept the risks associated with each Underlying. |
| ¨ | You are willing and able to assume the credit riskof Barclays Bank PLC, as issuer of the Notes, for all payments under the Notes and understand that if Barclays Bank PLC were to defaulton 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 underthe Notes, including any repayment of principal. |
The Notes may not be suitable for you if:
| ¨ | You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire principalamount. |
| ¨ | You require an investment designed to provide a full return of principal at maturity, you cannot tolerate a loss of a significantportion or all of your principal amount or you are not willing to make an investment that may have the full downside market risk of aninvestment in the Lesser Performing Underlying. |
| ¨ | You are unwilling or unable to accept the individual market risk of each Underlying or do not understand that any decline in the priceof one Underlying will not be offset or mitigated by a lesser decline or any potential increase in the price of the other Underlying. |
| ¨ | You do not believe each Underlying is likely to close at or above its Coupon Barrier on the specified Observation Dates, or you cannottolerate receiving few or no Contingent Coupons over the term of the Notes. |
| ¨ | You believe the Final Underlying Price of either Underlying is likely to be less than its Downside Threshold, which could result ina total loss of your principal amount. |
| ¨ | You seek an investment that participates in the full appreciation of either or both of the Underlyings and whose return is not limitedto any Contingent Coupons paid on the Notes. |
| ¨ | You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuationsin the prices of the Underlyings. |
| ¨ | You are unable or unwilling to hold Notes that will be called on the earliest quarterly Observation Date, beginning on September 21,2023, on which the Closing Price of each Underlying is greater than or equal to its Initial Underlying Price, or you are unable or unwillingto hold the Notes to maturity and seek an investment for which there will be an active secondary market. |
| ¨ | You are unwilling to invest in the Notes based on the Contingent Coupon Rate specified on the cover of this pricing supplement. |
| ¨ | You seek guaranteed current income from your investment, you are unwilling to accept the risk of contingent yield or you prefer toreceive any dividends paid on the Underlyings or the component securities held by the Underlyings. |
| ¨ | You do not understand or are not willing to accept the risks associated with each Underlying. |
| ¨ | You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturitiesand credit ratings. |
| ¨ | You are not willing or are unable to assume the credit risk of Barclays Bank PLC, as issuer of the Notes, for all payments due toyou under the Notes, including any repayment of principal. |
The suitability considerations identifiedabove are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances, andyou should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors havecarefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review carefullythe “Key Risks” beginning on page PS-9 of this pricing supplement and the “Risk Factors” beginning on page S-9of the prospectus supplement for risks related to an investment in the Notes. For more information about the Underlyings, please see thesections titled “SPDR® S&P 500® ETF Trust” and “Energy Select Sector SPDR® Fund”below.
Final Terms1 |
Issuer: | Barclays Bank PLC |
Principal Amount: | $10 per Note (subject to minimum investment of 100 Notes) |
Term2,3: | Approximately five years, unless called earlier |
Reference Assets3: | The SPDR® S&P 500® ETF Trust (Bloomberg ticker symbol “SPY”) and the Energy Select Sector SPDR® Fund (Bloomberg ticker symbol “XLE”) (each an “Underlying” and together the “Underlyings”) |
Automatic Call Feature: | The Issuer will automatically call the Notes if the Closing Price of each Underlying on any quarterly Observation Date, beginning on September 21, 2023, is greater than or equal to its Initial Underlying Price. If the Notes are automatically called, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes. |
Observation Dates2: | As set forth under the “Observation Dates” column of the table under “Observation Dates/Coupon Payment Dates/Call Settlement Dates” below. The final Observation Date, September 21, 2027, is the “Final Valuation Date.” |
Call Settlement Dates2: | As set forth under the “Coupon Payment Dates/Call Settlement Dates” column of the table under “Observation Dates/Coupon Payment Dates/Call Settlement Dates” below |
Contingent Coupon: | If the Closing Price of each Underlying is greater than or equal to its Coupon Barrier on any Observation Date, the Issuer will pay you the Contingent Coupon applicable to that Observation Date. If the Closing Price of either Underlying is less than its Coupon Barrier on any Observation Date, the Contingent Coupon applicable to that Observation Date will not accrue or be payable and the Issuer will not make any payment to you on the related Coupon Payment Date. The Contingent Coupon is a fixed amount potentially payable quarterly based on the per annum Contingent Coupon Rate. |
Coupon Barrier3: | With respect to each Underlying, a percentage of the Initial Underlying Price of that Underlying, as specified on the cover of this pricing supplement |
Coupon Payment Dates2: | As set forth under the “Coupon Payment Dates/Call Settlement Dates” column of the table under “Observation Dates/Coupon Payment Dates/Call Settlement Dates” below |
Contingent Coupon Rate: | The Contingent Coupon Rate is 11.80% per annum. Accordingly, the Contingent Coupon with respect to each Observation Date is equal to $0.295 per Note and will be payable only for each Observation Date on which the Closing Price of each Underlying is greater than or equal to its Coupon Barrier. Whether Contingent Coupons will be paid on the Notes will depend on the performance of the Underlyings. The Issuer will not pay you the Contingent Coupon for any Observation Date on which the Closing Price of either Underlying is less than its Coupon Barrier. |
Payment at Maturity (per Note): | If the Notes are not automatically called and the Final Underlying Price of each Underlying is greater than or equal to its Downside Threshold (which equals its Coupon Barrier), the Issuer will pay you a cash payment on the Maturity Date equal to $10 per Note plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date. If the Notes are not automatically called and the Final Underlying Price of either Underlying is less than its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date per Note that is less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Lesser Performing Underlying, calculated as follows: $10 × (1 + Underlying Return of the Lesser Performing Underlying) Accordingly, you may lose a significant portion or all of your principal at maturity, depending on how much the Lesser Performing Underlying declines, regardless of the performance of the other Underlying. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. |
Underlying Return: | With respect to each Underlying: Final Underlying Price – Initial Underlying Price Initial Underlying Price |
Lesser Performing Underlying: | The Underlying with the lower Underlying Return |
Downside Threshold3: | With respect to each Underlying, a percentage of the Initial Underlying Price of that Underlying, as specified on the cover of this pricing supplement |
Initial Underlying Price3: | With respect to each Underlying, the Closing Price of that Underlying on the Trade Date, as specified on the cover of this pricing supplement |
Final Underlying Price3: | With respect to each Underlying, the Closing Price of that Underlying on the Final Valuation Date |
Closing Price3: | With respect to each Underlying, Closing Price has the meaning set forth under “Reference Assets—Exchange-Traded Funds—Special Calculation Provisions” in the prospectus supplement. |
Calculation Agent: | Barclays Bank PLC |
| 1 | Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to themin the prospectus supplement. |
| 2 | Each Observation Date may be postponed if that Observation Date is not a scheduled trading day with respectto either Underlying or if a market disruption event occurs with respect to either Underlying on that Observation Date as described under“Reference Assets—Exchange-Traded Funds— Market Disruption Events for Securities with an Exchange-Traded Fund That HoldsEquity Securities as a Reference Asset” and “Reference Assets—Least or Best Performing Reference Asset—ScheduledTrading Days and Market Disruption Events for Securities Linked to the Reference Asset with the Lowest or Highest Return in a Group ofTwo or More Equity Securities, Exchange-Traded Funds and/or Indices of Equity Securities” in the accompanying prospectus supplement.In addition, a Coupon Payment Date, a Call Settlement Date and/or the Maturity Date will be postponed if that day is not a business dayor if the relevant Observation Date is postponed as described under “Terms of the Notes—Payment Dates” in the accompanyingprospectus supplement. |
| 3 | If the shares of an Underlying are de-listed or if an Underlying is liquidated or otherwise terminated, the Calculation Agent mayselect a successor fund or, if no successor fund is available, may accelerate the Maturity Date. In addition, in the case of certain eventsrelated to an Underlying, the Calculation Agent may adjust any variable, including but not limited to, that Underlying and the InitialUnderlying Price, Final Underlying Price, Coupon Barrier, Downside Threshold and Closing Price of that Underlying if the Calculation Agentdetermines that the event has a diluting or concentrative effect on the theoretical value of the shares of that Underlying. For more information,see “Reference Assets—Exchange-Traded Funds—Adjustments Relating to Securities with an Exchange-Traded Fund as a ReferenceAsset” in the accompanying prospectus supplement. |
| Trade Date: | | The Closing Price of each Underlying (the Initial Underlying Price) is observed, the Contingent Coupon Rate is set and the Coupon Barrier and Downside Threshold of each Underlying are determined. |
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| Quarterly (callable beginning September 21, 2023): | | If the Closing Price of each Underlying is greater than or equal to its Coupon Barrier on any Observation Date, the Issuer will pay you the Contingent Coupon applicable to that Observation Date. However, if the Closing Price of either Underlying is less than its Coupon Barrier on any Observation Date, no Contingent Coupon payment will be made with respect to that Observation Date. The Issuer will automatically call the Notes if the Closing Price of each Underlying on any quarterly Observation Date, beginning on September 21, 2023, is greater than or equal to its Initial Underlying Price. If the Notes are automatically called, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes. |
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| Maturity Date: | | The Final Underlying Price of each Underlying is determined as of the Final Valuation Date. If the Notes are not automatically called and the Final Underlying Price of each Underlying is greater than or equal to its Downside Threshold (which equals its Coupon Barrier), the Issuer will pay you a cash payment on the Maturity Date equal to $10 per Note plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date. If the Notes are not automatically called and the Final Underlying Price of either Underlying is less than its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date per Note that is less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Lesser Performing Underlying, calculated as follows: $10 × (1 + Underlying Return of the Lesser Performing Underlying) Accordingly, you may lose a significant portion or all of your principal at maturity, depending on how much the Lesser Performing Underlying declines, regardless of the performance of the other Underlying. |
Investing in the Notes involves significant risks. You may lose asignificant portion or all of your principal amount. You may receive few or no Contingent Coupons during the term of the Notes. You willbe exposed to the market risk of each Underlying and any decline in the price of one Underlying may negatively affect your return andwill not be offset or mitigated by a lesser decline or any potential increase in the price of the other Underlying. The Final UnderlyingPrice of each Underlying is observed relative to its Downside Threshold only on the Final Valuation Date, and the contingent repaymentof principal applies only if you hold the Notes to maturity. Generally, the higher the Contingent Coupon Rate on a Note, the greater therisk of loss on that Note. Your return potential on the Notes is limited to any Contingent Coupons paid on the Notes, and you will notparticipate in any appreciation of either Underlying. Any payment on the Notes, including any repayment of principal, is subject to thecreditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment obligationsor become subject to the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority, you might not receive any amountsowed to you under the Notes.
Observation Dates/Coupon Payment Dates/Call Settlement Dates |
Observation Dates | Coupon Payment Dates / Call Settlement Dates | |
December 21, 2022* | December 23, 2022* | |
March 21, 2023* | March 23, 2023* | |
June 21, 2023* | June 23, 2023* | |
September 21, 2023 | September 25, 2023 | |
December 21, 2023 | December 27, 2023 | |
March 21, 2024 | March 25, 2024 | |
June 21, 2024 | June 25, 2024 | |
September 23, 2024 | September 25, 2024 | |
December 23, 2024 | December 27, 2024 | |
March 21, 2025 | March 25, 2025 | |
June 23, 2025 | June 25, 2025 | |
September 22, 2025 | September 24, 2025 | |
December 22, 2025 | December 24, 2025 | |
March 23, 2026 | March 25, 2026 | |
June 22, 2026 | June 24, 2026 | |
September 21, 2026 | September 23, 2026 | |
December 21, 2026 | December 23, 2026 | |
March 22, 2027 | March 24, 2027 | |
June 21, 2027 | June 23, 2027 | |
September 21, 2027 | September 24, 2027 | |
*The Notes are NOT automatically callable until the fourth Observation Date, which is September 21, 2023. Thus, the first Call Settlement Date will be on or about September 25, 2023. |
An investment in the Notes involves significant risks. Investing inthe Notes is not equivalent to investing directly in either or both of the Underlyings, the component securities held by the Underlyingsor the securities composing the Underlying Indices (as defined with respect to each Underlying under “SPDR® S&P500® ETF Trust” and “Energy Select Sector SPDR® Fund” below). Some of the risks thatapply to an investment in the Notes are summarized below, but we urge you to read the more detailed explanation of risks relating to theNotes generally in the “Risk Factors” section of the prospectus supplement. You should not purchase the Notes unless you understandand can bear the risks of investing in the Notes.
Risks Relating to the Notes Generally
| ¨ | You may lose a significant portion or all of your principal —The Notes differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount of the Notes at maturity.If the Notes are not automatically called, at maturity, the Issuer will pay you the principal amount of your Notes only if the Final UnderlyingPrice of each Underlying is greater than or equal to its Downside Threshold and will make such payment only at maturity. If the Notesare not automatically called and the Final Underlying Price of either Underlying is less than its Downside Threshold, you will be exposedto the full decline in the Lesser Performing Underlying and the Issuer will repay less than the full principal amount of the Notes atmaturity, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of the Lesser Performing Underlying.Accordingly, you may lose a significant portion or all of your principal. |
| ¨ | You may not receive any Contingent Coupons — The Issuerwill not necessarily make periodic coupon payments on the Notes. If the Closing Price of either Underlying on an Observation Date is lessthan its Coupon Barrier, the Issuer will not pay you the Contingent Coupon applicable to that Observation Date even if the Closing Priceof the other Underlying is greater than or equal to its Coupon Barrier on that Observation Date. If the Closing Price of either Underlyingis less than its Coupon Barrier on each of the Observation Dates, the Issuer will not pay you any Contingent Coupons during the term ofthe Notes, and you will not receive a positive return on your Notes. Generally, this non-payment of the Contingent Coupon coincides witha period of greater risk of principal loss on your Notes. |
| ¨ | Your return potential on the Notes is limited to any Contingent Couponspaid on the Notes, and you will not participate in any appreciation of either Underlying — The return potentialof the Notes is limited to the pre-specified per annum Contingent Coupon Rate, regardless of any appreciation of either Underlying. Inaddition, the total return on the Notes will vary based on the number of Observation Dates on which the Closing Price of each Underlyinghas been greater than or equal to its Coupon Barrier prior to maturity or an automatic call. Further, if the Notes are automatically calledpursuant to the Automatic Call Feature, you will not receive Contingent Coupons or any other payment in respect of any Observation Datesafter the applicable Call Settlement Date. Because the Notes could be called as early as the fourth Observation Date, the total returnon the Notes could be minimal. If the Notes are not automatically called, you may be subject to the decline in the price of the LesserPerforming Underlying even though you will not participate in any appreciation of either Underlying. As a result, the return on an investmentin the Notes could be less than the return on a direct investment in either or both of the Underlyings, the component securities heldby the Underlyings or the securities composing the Underlying Indices. |
| ¨ | You are exposed to the market risk of each Underlying —Your return on the Notes is not linked to a basket consisting of the Underlyings. Rather, it will be contingent upon the independent performanceof each Underlying. Unlike an instrument with a return linked to a basket of underlying assets in which risk is mitigated and diversifiedamong all the components of the basket, you will be exposed to the risks related to each Underlying. Poor performance by either Underlyingover the term of the Notes may negatively affect your return and will not be offset or mitigated by any increases or lesser declines inthe price of the other Underlying. To receive any Contingent Coupons, the Closing Price of each Underlying must be greater than or equalto its Coupon Barrier on the applicable Observation Date. In addition, if the Notes have not been automatically called prior to maturityand the Final Underlying Price of either Underlying is less than its Downside Threshold, you will be exposed to the full decline in theLesser Performing Underlying. Accordingly, your investment is subject to the market risk of each Underlying. |
| ¨ | Because the Notes are linked to the Lesser Performing Underlying, you areexposed to greater risks of no Contingent Coupons and sustaining a significant loss of principal at maturity than if the Notes were linkedto a single Underlying — The risk that you will not receive any Contingent Coupons and lose a significant portion orall of your principal amount in the Notes at maturity is greater if you invest in the Notes as opposed to substantially similar securitiesthat are linked to the performance of a single Underlying. With two Underlyings, it is more likely that the Closing Price of either Underlyingwill be less than its Coupon Barrier on the specified Observation Dates or less than its Downside Threshold on the Final Valuation Dateand, therefore, it is more likely that you will not receive any Contingent Coupons and that you will suffer a significant loss of principalat maturity. In addition, because the Closing Price of each Underlying must be greater than or equal to its Initial Underlying Price onan Observation Date in order for the Notes to be automatically called prior to maturity, the Notes are less likely to be automaticallycalled on any Observation Date than if the Notes were linked to a single Underlying. Further, the performance of the Underlyings may notbe correlated or may be negatively correlated. The lower the correlation between two Underlyings, the greater the potential for one ofthose Underlyings to close below its Coupon Barrier or Downside Threshold on an Observation Date or the Final Valuation Date, respectively.See “Correlation of the Underlyings” below. |
It is impossible to predict what the correlationbetween the Underlyings will be over the term of the Notes. The Underlyings represent different equity markets. The SPDR®S&P 500® ETF Trust represents the large-capitalization segment of the United States equity market and the Energy SelectSector SPDR® Fund represents the energy sector of the large-capitalization segment of the United States equity market.These different equity markets may not perform similarly over the term of the Notes.
Although the correlation of the Underlyings’performance may change over the term of the Notes, the Contingent Coupon Rate is determined, in part, based on the correlation of theUnderlyings’ performance calculated using our internal models at the time when the terms of the Notes are finalized. A higher ContingentCoupon Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential for missed ContingentCoupons and for a loss of principal at maturity. The correlation referenced in setting the terms of the Notes is calculated using ourinternal models and is not derived from the returns of the Underlyings over the period set forth under “Correlation of the Underlyings”below. In addition, other factors and inputs other than correlation may impact how the terms of the Notes are set and the performanceof the Notes.
| ¨ | If the Notes are not automatically called, the payment at maturity, ifany, is calculated based solely on the performance of the Lesser Performing Underlying — If the Notes are not automaticallycalled pursuant to the Call Feature, the payment at maturity, if any, will be linked solely to the performance of the Lesser PerformingUnderlying. As a result, in the event that the Final Underlying Price of the Lesser Performing Underlying is less than its Downside Threshold,the Underlying Return of only the Lesser Performing Underlying will be used to determine the return on your Notes, and you will not benefitfrom the performance of the other Underlying, even if the Final Underlying Price of the other Underlying is greater than or equal to itsDownside Threshold or Initial Underlying Price. |
| ¨ | Reinvestment risk — If your Notes are automatically calledearly, the holding period over which you would receive the per annum Contingent Coupon Rate could be as short as approximately one year.There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes in a comparable investment witha similar price of risk in the event the Notes are automatically called prior to the Maturity Date. The likelihood that the Notes willbe automatically called prior to the Maturity Date is highest earlier in their term. Generally, the longer the Notes remain outstanding,the less likely it is that the Notes will be automatically called, due to the decline in the price of either or both of the Underlyingsthat has caused the Notes not to be automatically called on an earlier Observation Date and the shorter time remaining for the price ofany such Underlying to increase to or above its Initial Underlying Price on a subsequent Observation Date. If the Notes are not automaticallycalled, you might be exposed to the full decline in the Lesser Performing Underlying. |
| ¨ | Any payment on the Notes will be determined based on the Closing Prices of the Underlyings on the dates specified — Anypayment on the Notes will be determined based on the Closing Prices of the Underlyings on the dates specified. You will not benefit fromany more favorable values of the Underlyings determined at any other time. |
| ¨ | Contingent repayment of principal applies only at maturity —You should be willing to hold your Notes to maturity. The market value of the Notes may fluctuate between the date you purchase them andthe Final Valuation Date. If you are able to sell your Notes prior to maturity in the secondary market, if any, you may have to sell themat a loss relative to your principal amount even if at that time the price of either or both of the Underlyings is greater than or equalto its Downside Threshold. |
| ¨ | A higher Contingent Coupon Rate and/or a lower Coupon Barrier and/or DownsideThreshold may reflect greater expected volatility of the Underlyings, which is generally associated with a greater risk of loss —Volatility is a measure of the degree of variation in the prices of the Underlyings over a period of time. The greater the expected volatilitiesof the Underlyings at the time the terms of the Notes are set, the greater the expectation is at that time that you may not receive oneor more, or all, Contingent Coupon payments and that you may lose a significant portion or all of your principal at maturity. In addition,the economic terms of the Notes, including the Contingent Coupon Rate, the Coupon Barrier and the Downside Threshold, are based, in part,on the expected volatilities of the Underlyings at the time the terms of the Notes are set, where higher expected volatilities will generallybe reflected in a higher Contingent Coupon Rate than the fixed rate we would pay on conventional debt securities of the same maturityand/or on otherwise comparable securities and/or a lower Coupon Barrier and/or a lower Downside Threshold as compared to otherwise comparablesecurities. Accordingly, a higher Contingent Coupon Rate will generally be indicative of a greater risk of loss while a lower Coupon Barrieror Downside Threshold does not necessarily indicate that the Notes have a greater likelihood of paying Contingent Coupon payments or returningyour principal at maturity. You should be willing to accept the downside market risk of each Underlying and the potential loss of a significantportion or all of your principal at maturity. |
| ¨ | Owning the Notes is not the same as owning eitheror both Underlyings, the component securities held by the Underlyings or the securities composing the Underlying Indices —The return on your Notes may not reflect the return you would realize if you actually owned either or both Underlyings, the componentsecurities held by the Underlyings or the securities composing the Underlying Indices. As a holder of the Notes, you will not have votingrights or rights to receive dividends or other distributions or other rights that holders of either or both Underlyings, the componentsecurities held by the Underlyings or the securities composing the Underlying Indices would have. |
| ¨ | No assurance that the investment view implicitin the Notes will be successful — It is impossible to predict whether and the extentto which the price of either Underlying will rise or fall. There can be no assurance that the price of either Underlying will not closebelow its Downside Threshold on the Final Valuation Date. The price of each Underlying will be influenced by complex and interrelatedpolitical, economic, financial and other factors that affect that Underlying, the component securities held by that Underlying or thesecurities composing its Underlying Index. You should be willing to accept the downside risks associated with equities in general andeach Underlying in particular, and the risk of losing a significant portion or all of your principal amount. |
| ¨ | Tax treatment — Significant aspects of the tax treatmentof the Notes are uncertain. You should consult your tax advisor about your tax situation. See “What Are the Tax Consequences ofan Investment in the Notes?” on page PS-17 of this pricing supplement. |
Risks Relating to the Issuer
| ¨ | Credit of Issuer — The Notes are unsecured and unsubordinateddebt obligations of the Issuer, Barclays Bank PLC, and are not, either directly or indirectly, an obligation of any third party. Any paymentto be made on the Notes, including any repayment of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligationsas they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLCmay affect the market value of the Notes and, in the event Barclays Bank PLC were to default on its obligations, you might not receiveany amount owed to you under the terms of the Notes. |
| ¨ | You may lose some or all of your investment if any U.K. Bail-in Power isexercised by the relevant U.K. resolution authority — Notwithstanding and to the exclusion of any other term of the Notesor any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes, byacquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exerciseof, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under “Consent to U.K. Bail-in Power” inthis pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result in you and other holders andbeneficial owners of the Notes losing all or a part of the value of your investment in the Notes or receiving a different security fromthe Notes, which may be worth significantly less than the Notes and which may have significantly fewer protections than those typicallyafforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise the U.K. Bail-in Power without providing anyadvance notice to, or requiring the consent of, the |
holders and beneficial owners of the Notes.The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or anEvent of Default (as each term is defined in the senior debt securities indenture) and the trustee will not be liable for any action thatthe trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevantU.K. resolution authority with respect to the Notes. See “Consent to U.K. Bail-in Power” in this pricing supplement as wellas “U.K. Bail-in Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in theevent a bank or investment firm in the Group is failing or likely to fail, including the exercise by the relevant U.K. resolution authorityof a variety of statutory resolution powers, could materially adversely affect the value of any securities” and “Risk Factors—RisksRelating 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.
Risks Relating to the Underlyings
| ¨ | Certain features of the Underlyings will impactthe value of the Notes — The performance of each Underlying will not fully replicatethe performance of its Underlying Index, and each Underlying may hold securities or other assets not included in its Underlying Index.The value of each Underlying is subject to: |
| o | Management risk. This is the risk that the investment strategy for an Underlying, theimplementation of which is subject to a number of constraints, may not produce the intended results. Each Underlying’s investmentadviser may have the right to use a portion of that Underlying’s assets to invest in shares of equity securities that are not includedin its Underlying Index. Each Underlying is not actively managed, and each Underlying’s investment adviser will generally not attemptto take defensive positions in declining markets. |
| o | Derivatives risk. Each Underlying may invest in derivatives, including forward contracts,futures contracts, options on futures contracts, options and swaps. A derivative is a financial contract, the value of which depends on,or is derived from, the value of an underlying asset such as a security or an index. Compared to conventional securities, derivativescan be more sensitive to changes in interest rates or to sudden fluctuations in market prices, and thus an Underlying’s losses maybe greater than if that Underlying invested only in conventional securities. |
| o | Transaction costs and fees. Unlike the Underlying Indices, each Underlying will reflecttransaction costs and fees that will reduce its performance relative to its Underlying Index. |
Generally, the longerthe time remaining to maturity, the more the market price of the Notes will be affected by the factors described above. In addition, anUnderlying may diverge significantly from the performance of its Underlying Index due to differences in trading hours between that Underlyingand the securities composing its Underlying Index or other circumstances. During periods of market volatility, the component securitiesheld by an Underlying may be unavailable in the secondary market, market participants may be unable to calculate accurately the intradaynet asset value per share of that Underlying and the liquidity of that Underlying may be adversely affected. This kind of market volatilitymay also disrupt the ability of market participants to create and redeem shares in an Underlying. Further, market volatility may adverselyaffect, sometimes materially, the prices at which market participants are willing to buy and sell shares of an Underlying. As a result,under these circumstances, the market value of an Underlying may vary substantially from the net asset value per share of that Underlying.Because the Notes are linked to the performance of the Underlyings and not the Underlying Indices, the return on your Notes may be lessthan that of an alternative investment linked directly to the Underlying Indices.
| ¨ | Anti-dilution protection is limited, and the CalculationAgent has discretion to make anti-dilution adjustments — The Calculation Agentmay in its sole discretion make adjustments affecting the amounts payable on the Notes upon the occurrence of certain events that theCalculation Agent determines have a diluting or concentrative effect on the theoretical value of the shares of an Underlying. However,the Calculation Agent might not make such adjustments in response to all events that could affect the shares of an Underlying. The occurrenceof any such event and any adjustment made by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment)may adversely affect the market price of, and any amounts payable, on the Notes. See “Reference Assets—Exchange-Traded Funds—AdjustmentsRelating to Securities with an Exchange-Traded Fund as a Reference Asset—Anti-dilution Adjustments” in the accompanying prospectussupplement. |
| ¨ | Adjustments to an Underlying or an UnderlyingIndex could adversely affect the value of the Notes or result in the Notes being accelerated —The investment adviser of an Underlying may add, delete or substitute the component securities held by that Underlying or make changesto its investment strategy, and the sponsor of an Underlying Index may add, delete, substitute or adjust the securities composing thatUnderlying Index or make other methodological changes to that Underlying Index that could affect its performance. In addition, if theshares of an Underlying are de-listed or if an Underlying is liquidated or otherwise terminated, the Calculation Agent may select a successorfund that the Calculation Agent determines to be comparable to that Underlying or, if no successor fund is available, the Maturity Dateof the Notes will be accelerated for a payment determined by the Calculation Agent. Any of these actions could adversely affect the valueof the relevant Underlying and, consequently, the value of the Notes. Any amount payable upon acceleration could be significantly lessthan the amount(s) that would be due on the Notes if they were not accelerated. See “Reference Assets—Exchange-Traded Funds—AdjustmentsRelating to Securities with an Exchange-Traded Fund as a Reference Asset—Discontinuance of an Exchange-Traded Fund” in theaccompanying prospectus supplement. |
| ¨ | The equity securities held by the Energy SelectSector SPDR® Fund are concentrated in the energy sector — Each of the equity securitiesheld by the Energy Select Sector SPDR® Fund has been issued by a company whose business is associated with the energysector. Because the value of the Notes is determined by the performance of the Energy Select Sector SPDR® Fund, aninvestment in the Notes will be concentrated in this sector. As a result, the value of the Notes may be subject to greater volatilityand be more adversely affected by a single economic, political or regulatory occurrence affecting this sector than a different investmentlinked to securities of a more broadly diversified group of issuers. |
Risks Relating to Conflicts of Interest
| ¨ | Dealer incentives — We, the Agents and affiliates of theAgents act in various capacities with respect to the Notes. The Agents and various affiliates may act as a principal, agent or dealerin connection with the Notes. Such Agents, including the sales representatives of UBS Financial Services Inc., will derive compensationfrom the distribution of the Notes and such compensation may serve as an incentive to sell these Notes instead of other investments. Wewill pay compensation as specified on the cover of this pricing supplement to the Agents in connection with the distribution of the Notes,and such compensation may be passed on to affiliates of the Agents or other third party distributors. |
| ¨ | Potentially inconsistent research, opinions or recommendations by BarclaysCapital Inc., UBS Financial Services Inc. or their respective affiliates — Barclays Capital Inc., UBS Financial ServicesInc. or their respective affiliates and agents may publish research from time to time on financial markets and other matters that mayinfluence the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding theNotes. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliatesor agents may not be consistent with each other and may be modified from time to time without notice. You should make your own independentinvestigation of the merits of investing in the Notes and each Underlying. |
| ¨ | Potential Barclays Bank PLC impact on the marketprices of the Underlyings — Trading or transactions by Barclays Bank PLC or itsaffiliates in either or both of the Underlyings, the component securities held by the Underlyings or the securities composing the UnderlyingIndices and/or over-the-counter options, futures or other instruments with returns linked to the performance of either or both Underlyings,the component securities held by the Underlyings or the securities composing the Underlying Indices, may adversely affect the market priceof either Underlying and, therefore, the market value of the Notes. |
| ¨ | We and our affiliates may engage in various activities or make determinationsthat could materially affect your Notes in various ways and create conflicts of interest — We and our affiliates playa variety of roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our affiliates’economic interests are potentially adverse to your interests as an investor in the Notes. |
In connection with our normal business activitiesand in connection with hedging our obligations under the Notes, we and our affiliates make markets in and trade various financial instrumentsor products for our accounts and for the account of our clients and otherwise provide investment banking and other financial serviceswith respect to these financial instruments and products. These financial instruments and products may include securities, derivativeinstruments or assets that may relate to the Underlyings or their 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, oradverse to, the investment objectives of the holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer,seller or holder of the Notes into account in conducting these activities. Such market making, trading and hedging activity, investmentbanking and other financial services may negatively impact the value of the Notes.
In addition, the role played by BarclaysCapital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuerof the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distributionof the Notes and such compensation or financial benefit may serve as an incentive to sell the Notes instead of other investments. Furthermore,we and our affiliates establish the offering price of the Notes for initial sale to the public, and the offering price is not based uponany independent verification or valuation.
In addition to the activities describedabove, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine any values of the Underlyingsand make any other determinations necessary to calculate any payments on the Notes. In making thesedeterminations, we may be required to make discretionary judgments, including determining whether a market disruption event has occurredon any date that the value of an Underlying is to be determined; if the shares of an Underlying are de-listed or if an Underlying is liquidatedor otherwise terminated, selecting a successor fund or, if no successor fund is available, determining whether to accelerate the MaturityDate; and determining whether to adjust any variable described herein in the case of certain events related to an Underlying that theCalculation Agent determines have a diluting or concentrative effect on the theoretical value of the shares of that Underlying.In making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Notes,and any of these determinations may adversely affect any payments on the Notes.
Risks Relating to the Estimated Valueof the Notes and the Secondary Market
| ¨ | There may be little or no secondary market for the Notes —The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to makea secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any time, withoutnotice. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Becauseother dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likelyto depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes.The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity. |
| ¨ | Many economic and market factors will impact the value of the Notes —Structured notes, including the Notes, can be thought of as securities that combine a debt instrument with one or more options or otherderivative instruments. As a result, the factors that influence the values of debt instruments and options or other derivative instrumentswill also influence the terms and features of the Notes at issuance and their value in the secondary market. Accordingly, in additionto the prices of the Underlyings on any day, the value of the Notes will be affected by a number of economic and market factors that mayeither offset or magnify each other, including: |
| ¨ | the expected volatility of the Underlyings and the component securities held by the Underlyings; |
| ¨ | correlation (or lack of correlation) of the Underlyings; |
| ¨ | the time to maturity of the Notes; |
| ¨ | the market prices of, and dividend rates on, the Underlyings; |
| ¨ | interest and yield rates in the market generally; |
| ¨ | supply and demand for the Notes; |
| ¨ | a variety of economic, financial, political, regulatory and judicial events; and |
| ¨ | our creditworthiness, including actual or anticipated downgrades in our credit ratings. |
| ¨ | The estimated value of your Notes is lower than the initial issue priceof your Notes — The estimated value of your Notes on the Trade Date is lower than the initial issue price of your Notes.The difference between the initial issue price of your Notes and the estimated value of the Notes is a result of certain factors, suchas any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissionsor fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn inconnection with structuring the Notes, the estimated cost that we may incur in hedging our obligations under the Notes, and estimateddevelopment and other costs that we may incur in connection with the Notes. |
| ¨ | The estimated value of your Notes might be lower if such estimated valuewere based on the levels at which our debt securities trade in the secondary market — The estimated value of your Noteson the Trade Date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from thelevels at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated value referencedabove might be lower if such estimated value 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 andprofits mentioned below, reduces the economic terms of the Notes to you. |
| ¨ | The estimated value of the Notes is based on our internal pricing models,which may prove to be inaccurate and may be different from the pricing models of other financial institutions — The estimatedvalue of your Notes on the Trade Date is based on our internal pricing models, which take into account a number of variables and are basedon a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verifiedon an independent basis. Further, our pricing models may be different from other financial institutions’ pricing models and themethodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions that maybe purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes may be materially differentfrom the estimated value of the Notes determined by reference to our internal pricing models. |
| ¨ | The estimated value of your Notes is not a prediction of the prices atwhich you may sell your Notes in the secondary market, if any, and such secondary market prices, if any, will likely be lower than theinitial issue price of your Notes and may be lower than the estimated value of your Notes — The estimated value of theNotes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willingto purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do).The price at which you may be able to sell your Notes in the secondary market at any time will be influenced by many factors that cannotbe predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than our estimatedvalue of the Notes. Further, as secondary market prices of your Notes take into account the levels at which our debt securities tradein the secondary market, and do not take into account our various costs related to the Notes such as fees, commissions, discounts, andthe costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the initial issueprice of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties may be willing topurchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your Notes, andany sale prior to the Maturity Date could result in a substantial loss to you. |
| ¨ | The temporary price at which we may initially buy the Notes in the secondarymarket and the value we may initially use for customer account statements, if we provide any customer account statements at all, may notbe indicative of future prices of your Notes — Assuming that all relevant factors remain constant after the Trade Date,the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes amarket in the Notes, which it is not obligated to do) and the value that we may initially use for customer account statements, if we provideany customer account statements at all, may exceed our estimated value of the Notes on the Trade Date, as well as the secondary marketvalue of the Notes, for a temporary period after the initial issue date of the Notes. The price at which Barclays Capital Inc. may initiallybuy or sell the Notes in the secondary market and the value that we may initially use for customer account statements may not be indicativeof future prices of your Notes. Please see “Additional Information Regarding Our Estimated Value of the Notes” on page PS-3for further information. |
Hypothetical terms only. Actual terms may vary.See the cover page for actual offering terms.
The examples below illustrate the payment upon a call or at maturityfor a $10 principal amount Note on a hypothetical offering of the Notes under various scenarios, with the assumptions set forth below.*You should not take these examples as an indication or assurance of the expected performance of the Notes. The examples below do not takeinto account any tax consequences from investing in the Notes. Numbers appearing in the examples below have been rounded for ease of analysis.In these examples, we refer to the SPDR® S&P 500® ETF Trust and the Energy Select Sector SPDR® Fundas the “SPY Fund” and the “XLE Fund,” respectively.
Term: | Approximately five years (unless called earlier) |
Contingent Coupon Rate: | 11.80% per annum (or 2.95% per quarter) |
Contingent Coupon: | $0.295 per quarter |
Hypothetical Initial Underlying Price: | $100.00 for the SPY Fund and $100.00 for the XLE Fund |
Hypothetical Coupon Barrier: | $60.00 for the SPY Fund and $60.00 for the XLE Fund (which, with respect to each Underlying, is 60.00% of the hypothetical Initial Underlying Price of that Underlying) |
Hypothetical Downside Threshold: | $60.00 for the SPY Fund and $60.00 for the XLE Fund (which, with respect to each Underlying, is 60.00% of the hypothetical Initial Underlying Price of that Underlying) |
Observation Dates: | Quarterly, as set forth under “Final Terms” and “Observation Dates/Coupon Payment Dates/Call Settlement Dates” in this pricing supplement. The Notes will be automatically callable beginning on the fourth Observation Date. |
| * | Terms used for purposes of these hypothetical examples do not represent the actual Initial Underlying Prices, Coupon Barriers or DownsideThresholds. The hypothetical Initial Underlying Prices of $100.00 for the SPY Fund and $100.00 for the XLE Fund have been chosen for illustrativepurposes only and do not represent the actual Initial Underlying Prices for the Underlyings. The actual Initial Underlying Price, CouponBarrier and Downside Threshold of each Underlying are set forth on the cover of this pricing supplement. For historical Closing Pricesof the Underlyings, please see the historical information set forth under the sections titled “SPDR® S&P 500®ETF Trust” and “Energy Select Sector SPDR® Fund” below. We cannot predict the Closing Price of eitherUnderlying on any day during the term of the Notes, including on any Observation Date. |
The examples below are purely hypothetical. These examples are intendedto illustrate (a) under what circumstances the Notes will be subject to an automatic call, (b) how the payment of a Contingent Couponwith respect to any Observation Date will depend on whether the Closing Price of either Underlying on that Observation Date is less thanits Coupon Barrier, (c) how the value of the payment at maturity on the Notes will depend on whether the Final Underlying Price of eitherUnderlying is less than its Downside Threshold and (d) how the total return on the Notes may be less than the total return on a directinvestment in either or both Underlyings in certain scenarios. The “total return” as used in this pricing supplement is thenumber, expressed as a percentage, that results from comparing the total payments per Note over the term of the Notes to the $10 principalamount.
Example 1 — Notes Are Automatically Called on the Fourth ObservationDate
Date | | Closing Price | | Payment (per Note) |
First Observation Date | | SPY Fund: $105.00 | | Closing Price of each Underlying at or above its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.295 on first Coupon Payment Date. |
XLE Fund: $110.00 |
Second Observation Date | | SPY Fund: $80.00 | | Closing Price of each Underlying below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of XLE Fund below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on second Coupon Payment Date. |
XLE Fund: $45.00 |
Third Observation Date | | SPY Fund: $45.00 | | Closing Price of each Underlying below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of SPY Fund below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date. |
XLE Fund: $80.00 |
Fourth Observation Date | | SPY Fund: $110.00 | | Closing Price of each Underlying at or above its Initial Underlying Price; Notes are automatically called; Issuer pays principal plus Contingent Coupon of $0.295 on Call Settlement Date. |
XLE Fund: $115.00 |
Total Payments (per Note): | | Payment on Call Settlement Date: | $10.295 ($10.00 + $0.295) |
| | Prior Contingent Coupons: | $0.295 ($0.295 × 1) |
| | Total: | $10.59 |
| | Total Return: | 5.90% |
Because the Closing Price of each Underlying is greater than or equalto its Initial Underlying Price on the fourth Observation Date (which is approximately one year after the Trade Date and is the firstObservation Date on which the Notes are callable), the Notes are automatically called on that Observation Date. The Issuer will pay youon the Call Settlement Date $10.295 per Note, which is equal to your principal
amount plus the Contingent Coupon due on the Coupon Payment Datethat is also the Call Settlement Date. No further amounts will be owed to you under the Notes.
In addition, because the Closing Price of each Underlying was greaterthan or equal to its Coupon Barrier on the first Observation Date, the Issuer will pay the Contingent Coupon of $0.295 on the first CouponPayment Date. However, because the Closing Price of at least one Underlying was less than its Coupon Barrier on the second and third ObservationDates, the Issuer will not pay any Contingent Coupon on the Coupon Payment Dates following those Observation Dates. Accordingly, the Issuerwill have paid a total of $10.59 per Note for a total return of 5.90% on the Notes.
Example 2 — Notes Are NOT Automatically Called and the FinalUnderlying Price of Each Underlying Is At or Above Its Downside Threshold
Date | | Closing Price | | Payment (per Note) |
First Observation Date | | SPY Fund: $115.00 | | Closing Price of each Underlying at or above its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.295 on first Coupon Payment Date. |
XLE Fund: $110.00 |
Second Observation Date | | SPY Fund: $80.00 | | Closing Price of each Underlying below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.295 on second Coupon Payment Date. |
XLE Fund: $75.00 |
Third Observation Date | | SPY Fund: $85.00 | | Closing Price of each Underlying below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of XLE Fund below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date. |
XLE Fund: $40.00 |
Fourth to Nineteenth Observation Dates | | Various (at least one Underlying below Coupon Barrier) | | Closing Price of at least one Underlying below its Initial Underlying Price; Notes NOT automatically called. Closing Price of at least one Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the fourth to nineteenth Coupon Payment Dates. |
Twentieth Observation Date (the Final Valuation Date) | | SPY Fund: $110.00 | | Closing Price of XLE Fund below its Initial Underlying Price; Notes NOT automatically called. Final Underlying Price of each Underlying at or above its Downside Threshold and Coupon Barrier; Issuer pays principal plus Contingent Coupon of $0.295 on Maturity Date. |
XLE Fund: $80.00 |
Total Payments (per Note): | | Payment at Maturity: | $10.295 ($10.00 + $0.295) |
| | Prior Contingent Coupons: | $0.59 ($0.295 × 2) |
| | Total: | $10.885 |
| | Total Return: | 8.85% |
Because the Closing Price of at least one Underlying was less than itsInitial Underlying Price on each Observation Date on and after the fourth Observation Date (which is approximately one year after theTrade Date and is the first Observation Date on which the Notes are callable), the Notes are not automatically called. Because the FinalUnderlying Price of each Underlying is greater than or equal to its Downside Threshold and Coupon Barrier, the Issuer will pay you onthe Maturity Date $10.295 per Note, which is equal to your principal amount plus the Contingent Coupon due on the Coupon PaymentDate that is also the Maturity Date.
In addition, because the Closing Price of each Underlying was greaterthan or equal to its Coupon Barrier on the first and second Observation Dates, the Issuer will pay the Contingent Coupon of $0.295 oneach of the first and second Coupon Payment Dates. However, because the Closing Price of at least one Underlying was less than its CouponBarrier on the third through nineteenth Observation Dates, the Issuer will not pay any Contingent Coupon on the Coupon Payment Dates followingthose Observation Dates. Accordingly, the Issuer will have paid a total of $10.885 per Note for a total return of 8.85% on the Notes.
Example 3 — Notes Are NOT Automatically Called and the FinalUnderlying Price of At Least One Underlying Is Below Its Downside Threshold
Date | | Closing Price | | Payment (per Note) |
First Observation Date | | SPY Fund: $55.00 | | Closing Price of each Underlying below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of each Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on first Coupon Payment Date. |
XLE Fund: $40.00 |
Second Observation Date | | SPY Fund: $105.00 | | Closing Price of the XLE Fund below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of XLE Fund below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on second Coupon Payment Date. |
XLE Fund: $55.00 |
Third Observation Date | | SPY Fund: $90.00 | | Closing Price of each Underlying below its Initial Underlying Price; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Price of XLE Fund below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date. |
XLE Fund: $50.00 |
Fourth to Nineteenth Observation Dates | | Various (at least one Underlying below Coupon Barrier) | | Closing Price of at least one Underlying below its Initial Underlying Price; Notes NOT automatically called. Closing Price of at least one Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the fourth to nineteenth Coupon Payment Dates. |
Twentieth Observation Date (the Final Valuation Date) | | SPY Fund: $45.00 | | Closing Price of SPY Fund below its Initial Underlying Price; Notes NOT automatically called. Closing Price of SPY Fund below its Coupon Barrier and Downside Threshold; Issuer DOES NOT pay Contingent Coupon on Maturity Date; Issuer repays less than the principal amount resulting in a percentage loss of principal equal to the decline of the Lesser Performing Underlying. |
XLE Fund: $110.00 |
Total Payments (per Note): | | Payment at Maturity: | $4.50 |
| | Prior Contingent Coupons: | $0.00 |
| | Total: | $4.50 |
| | Total Return: | -55.00% |
| | |
Because the Closing Price of at least one Underlying is less than itsInitial Underlying Price on each Observation Date on and after the fourth Observation Date (which is approximately one year after theTrade Date and is the first Observation Date on which the Notes are callable), the Notes are not automatically called. Because the FinalUnderlying Price of at least one Underlying is less than its Downside Threshold on the Final Valuation Date, at maturity, the Issuer willpay you a total of $4.50 per Note, for a total return of -55.00% on the Notes, calculatedas follows:
$10 × (1 + Underlying Return of the LesserPerforming Underlying)
Step 1: Calculate the Underlying Return of each Underlying:
Underlying Return of the SPY Fund:
Final Underlying Price – Initial Underlying Price | = | $45.00 – $100.00 | = -55.00% |
Initial Underlying Price | $100.00 |
Underlying Return of the XLE Fund:
Final Underlying Price – Initial Underlying Price | = | $110.00 – $100.00 | = 10.00% |
Initial Underlying Price | $100.00 |
Step 2: Determine the Lesser Performing Underlying: The SPY Fundis the Underlying with the lower Underlying Return.
Step 3: Calculate the Payment at Maturity:
$10 × (1 + Underlying Return of the LesserPerforming Underlying) = $10 × (1 + -55.00%) = $4.50
In addition, because the Closing Price of at least one Underlying isless than its Coupon Barrier on each Observation Date, the Issuer will not pay any Contingent Coupons over the term of the Notes.
What Are the Tax Consequences of an Investment in theNotes? |
You should review carefully the sections in the accompanying prospectussupplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences to U.S. Holders—Notes Treated asPrepaid Forward or Derivative Contracts with Associated Contingent Coupons” and, if you are a non-U.S. holder, “—TaxConsequences to Non-U.S. Holders.” The following discussion supersedes the discussion in the accompanying prospectus supplementto the extent it is inconsistent therewith.
In determining our reporting responsibilities, if any, we intend totreat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and (ii) anyContingent Coupons as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences—TaxConsequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts with Associated Contingent Coupons”in the accompanying prospectus supplement. Our special tax counsel, Davis Polk & Wardwell LLP, has advised that it believes this treatmentto be reasonable, but that there are other reasonable treatments that the Internal Revenue Service (the “IRS”) or a courtmay adopt.
Sale, Exchange or Redemption of a Note. Assuming the treatmentdescribed above is respected, upon a sale or exchange of the Notes (including redemption upon an automatic call or at maturity), you shouldrecognize capital gain or loss equal to the difference between the amount realized on the sale or exchange and your tax basis in the Notes,which should equal the amount you paid to acquire the Notes (assuming Contingent Coupons are properly treated as ordinary income, consistentwith the position referred to above). This gain or loss should be short-term capital gain or loss unless you hold the Notes for more thanone year, in which case the gain or loss should be long-term capital gain or loss, whether or not you are an initial purchaser of theNotes at the issue price. The deductibility of capital losses is subject to limitations. If you sell your Notes between the time yourright to a Contingent Coupon is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary income equalto the Contingent Coupon. Although uncertain, it is possible that proceeds received from the sale or exchange of your Notes prior to anObservation Date but that can be attributed to an expected Contingent Coupon payment could be treated as ordinary income. You should consultyour tax advisor regarding this issue.
As noted above, there are other reasonable treatments that the IRS ora court may adopt, in which case the timing and character of any income or loss on the Notes could be materially affected. In addition,in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaidforward contracts” and similar instruments. The notice focuses in particular on whether to require investors in these instrumentsto accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character ofincome or loss with respect to these instruments and the relevance of factors such as the nature of the underlying property to which theinstruments are linked. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulationsor other guidance promulgated after consideration of these issues could materially affect the tax consequences of an investment in theNotes, possibly with retroactive effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of aninvestment in the Notes, including possible alternative treatments and the issues presented by this notice.
Non-U.S. Holders. Insofar as we have responsibility as a withholdingagent, we do not currently intend to treat Contingent Coupon payments to non-U.S. holders (as defined in the accompanying prospectus supplement)as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8or other documentation in order to establish an exemption from backup withholding, as described under the heading “—InformationReporting and Backup Withholding” in the accompanying prospectus supplement. If any withholding is required, we will not be requiredto pay any additional amounts with respect to amounts withheld.
Treasury regulations under Section 871(m) generally impose a withholdingtax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS notice excludesfrom the scope of Section 871(m) instruments issued prior to January 1, 2025 that do not have a “delta of one” with respectto underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “Underlying Security”).Based on our determination that the Notes do not have a “delta of one” within the meaning of the regulations, our specialtax counsel is of the opinion that these regulations should not apply to the Notes with regard to non-U.S. holders. Our determinationis not binding on the IRS, and the IRS may disagree with this determination. Section 871(m) is complex and its application may dependon your particular circumstances, including whether you enter into other transactions with respect to an Underlying Security. You shouldconsult your tax advisor regarding the potential application of Section 871(m) to the Notes.
According to publicly available information, the SPDR®S&P 500® ETF Trust (the “SPY Fund”) is a registered investment company that seeks to provide investmentresults that, before expenses, correspond generally to the price and yield performance of the S&P 500® Index (withrespect to the SPY Fund, the “Underlying Index”). The Underlying Index consists of stocks of 500 companies selected to providea performance benchmark for the U.S. equity markets. For more information about the SPY Fund, see “Exchange-Traded Funds—TheSPDR® S&P 500® ETF Trust” in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the SPYFund from January 2, 2008 through September 21, 2022, based on the daily Closing Prices of the SPY Fund. The Closing Price of the SPYFund on September 21, 2022 was $377.39. The dotted line represents the Coupon Barrier and the Downside Threshold of $226.43, which isequal to 60.00% of the Initial Underlying Price of the SPY Fund.
We obtained the Closing Prices of the SPY Fund from Bloomberg Professional®service (“Bloomberg”), without independent verification. Historical performance of the SPY Fund should not be taken as anindication of future performance. Future performance of the SPY Fund may differ significantly from historical performance, and no assurancecan be given as to the Closing Price of the SPY Fund during the term of the Notes, including on any Observation Date. We cannot give youassurance that the performance of the SPY Fund will not result in a loss of your principal amount. The Closing Prices below may havebeen adjusted to reflect certain actions, such as stock splits and reverse stock splits.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURERESULTS.
Energy Select Sector SPDR® Fund |
According to publicly available information, the Energy Select SectorSPDR® Fund (the “XLE Fund”) is an exchange-traded fund of the SelectSector Trust, a registered investment company, that seeks to provide investment results that, before expenses, correspond generallyto the price and yield performance of the Energy Select Sector Index (with respect to the XLE Fund, the “Underlying Index”).The Underlying Index is a capped modified market capitalization-based index that measures the performance of the GICS®energy sector, which currently includes companies in the following industries: oil, gas and consumable fuels; and energy equipment andservices. For more information about the XLE Fund, see “Exchange-Traded Funds—The Select Sector SPDR® ETFs”in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the XLEFund from January 2, 2008 through September 21, 2022, based on the daily Closing Prices of the XLE Fund. The Closing Price of the XLEFund on September 21, 2022 was $75.97. The dotted line represents the Coupon Barrier and the Downside Threshold of $45.58, which is equalto 60.00% of the Initial Underlying Price of the XLE Fund.
We obtained the Closing Prices of the XLE Fund from Bloomberg, withoutindependent verification. Historical performance of the XLE Fund should not be taken as an indication of future performance. Future performanceof the XLE Fund may differ significantly from historical performance, and no assurance can be given as to the Closing Price of the XLEFund during the term of the Notes, including on any Observation Date. We cannot give you assurance that the performance of the XLE Fundwill not result in a loss of your principal amount. The Closing Prices below may have been adjusted to reflect certain actions, suchas stock splits and reverse stock splits.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURERESULTS.
Correlation of the Underlyings |
The following graph sets forth the historical performances of the SPDR®S&P 500® ETF Trust and the Energy Select Sector SPDR® Fund from January 2, 2008 through September21, 2022, based on the daily Closing Prices of the Underlyings. For comparison purposes, each Underlying has been normalized to have aClosing Price of 100.00 on January 2, 2008 by dividing the Closing Price of that Underlying on each day by the Closing Price of that Underlyingon January 2, 2008 and multiplying by 100.00.
We obtained the Closing Prices used to determine the normalized ClosingPrices set forth below from Bloomberg, without independent verification. Historical performance of the Underlyings should not be takenas an indication of future performance. Future performance of the Underlyings may differ significantly from historical performance, andno assurance can be given as to the Closing Prices of the Underlyings during the term of the Notes, including on any Observation Date.We cannot give you assurance that the performances of the Underlyings will not result in a loss of your principal amount. The ClosingPrices below may have been adjusted to reflect certain actions, such as stock splits and reverse stock splits.

PAST PERFORMANCE AND CORRELATION OF THE UNDERLYINGSARE NOT INDICATIVE OF FUTURE PERFORMANCE OR CORRELATION.
The correlation of a pair of Underlyings represents a statistical measurementof the degree to which the returns of those Underlyings were similar to each other over a given period in terms of timing and direction.The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive correlation (i.e., thevalue of both Underlyings are increasing together or decreasing together and the ratio of their returns has been constant), 0 indicatingno correlation (i.e., there is no statistical relationship between the returns of that pair of Underlyings) and -1.0 indicating perfectnegative correlation (i.e., as the value of one Underlying increases, the value of the other Underlying decreases and the ratio of theirreturns has been constant).
The closer the relationship of the returns of a pair of Underlyingsover a given period, the more positively correlated those Underlyings are. The graph above illustrates the historical performance of eachUnderlying relative to each other over the time period shown and provides an indication of how close the relative performance of eachUnderlying has historically been to the other Underlying. However, the graph does not provide a precise measurement of the correlationof the Underlyings. Moreover, any historical correlation of the Underlyings is not indicative of the degree of correlation of the Underlyings,if any, that will be experienced over the term of the Notes.
The lower (or more negative) the correlation between the Underlyings,the less likely it is that the Underlyings will move in the same direction at the same time and, therefore, the greater the potentialfor one of the Underlyings to close below its Coupon Barrier or Downside Threshold on any Observation Date or the Final Valuation Date,respectively. This is because the less positively correlated the Underlyings are, the greater the likelihood that at least one of theUnderlyings will decrease in value. However, even if the Underlyings have a higher positive correlation, one or both of the Underlyingsmight close below its Coupon Barrier or Downside Threshold on any Observation Date or the Final Valuation Date, respectively, as bothof the Underlyings may decrease in value together.
Although the correlation of the Underlyings’ performance may changeover the term of the Notes, the Contingent Coupon Rate is determined, in part, based on the correlation of the Underlyings’ performancecalculated using our internal models at the time when the terms of the Notes are finalized. A higher Contingent Coupon Rate is generallyassociated with lower correlation of the Underlyings, which reflects a greater potential for missed Contingent Coupons and for a lossof principal at maturity. The correlation referenced in setting the terms of the Notes is calculated using our internal models and isnot derived from the returns of the Underlyings over the period set forth above. In addition, other factors and inputs other than correlationmay impact how the terms of the Notes are set and the performance of the Notes.
Supplemental Plan of Distribution |
We have agreed to sell to Barclays Capital Inc. and UBS Financial ServicesInc., together the “Agents,” and the Agents have agreed to purchase, all of the Notes at the initial issue price less theunderwriting discount indicated on the cover of this pricing supplement. UBS Financial Services Inc. may allow a concession not in excessof the underwriting discount set forth on the cover of this pricing supplement to its affiliates.
We or our affiliates have entered or will enter into swap agreementsor related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notesand the Agents and/or an affiliate may earn additional income as a result of payments pursuant to the swap, or related hedge transactions.
We have agreed to indemnify the Agents against liabilities, includingcertain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to makerelating to these liabilities as described in the prospectus and the prospectus supplement. We have agreed that UBS Financial ServicesInc. may sell all or a part of the Notes that it purchases from us to its affiliates at the price that is indicated on the cover of thispricing supplement.
In the opinion of Davis Polk & Wardwell LLP, as special United Statesproducts counsel to Barclays Bank PLC, when the Notes offered by this pricing supplement have been executed and issued by Barclays BankPLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such Notes willbe valid and binding obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvencyand similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability(including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actionsor application giving effect to governmental actions or foreign laws affecting creditors’ rights, provided that such counselexpresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusionsexpressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinioninvolves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays Bank PLC’s permission, on theopinion of Davis Polk & Wardwell London LLP, dated as of May 23, 2022, filed as an exhibit to the Registration Statement on Form F-3ASRby Barclays Bank PLC on May 23, 2022, and this opinion is subject to the same assumptions, qualifications and limitations as set forthin such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the trustee’sauthorization, execution and delivery of the indenture and its authentication of the Notes and the validity, binding nature and enforceabilityof the indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP, dated May 23, 2022, whichhas been filed as an exhibit to the Registration Statement referred to above.