«German Note Programme (Programme for the Issuance of Notes and Certificates) Under this German Note Programme (the German Note Programme or the ...»
BARCLAYS BANK PLC
(a public company with limited liability established under the laws of England)
German Note Programme
(Programme for the Issuance of Notes and Certificates)
Under this German Note Programme (the "German Note Programme" or the "Programme"),
Barclays Bank PLC (the "Issuer") may, from time to time, issue notes in bearer form, or, in case the issuance being governed by Swiss law, alternatively, in the form of Book-entry Securities (nichtverurkundete Wertrechte) (the "Notes"). In the context of the issue of Notes under this Programme, from time to time, Notes may also be referred to as certificates (the "Certificates"), whereby Certificates, if issued under German law, are Notes in the meaning of § 793 German Civil Code. For Certificates and structured Notes the payment of interest and/or redemption amounts is usually linked to the performance of an underlying. In connection with the issue of Certificates all references in this Base Prospectus to "Notes" shall be regarded as reference to "Certificates" and all references to a holder of Notes (each a "Noteholder" and together the "Noteholders") shall be regarded as reference to a holder of Certificates (each a "Certificateholder" and together the "Certificateholders").
In relation to Notes issued under this Programme application (i) has been made to the Bundesanstalt für Finanzdienstleistungsaufsicht as competent authority (the "Competent Authority") for its approval of this Base Prospectus and (ii) will be made (a) to the Frankfurt Stock Exchange and/or the BadenWuerttemberg Stock Exchange in Stuttgart for such Notes to be admitted to trading, either (i) on the regulated market (regulierter Markt), or (ii) on the unregulated market (Freiverkehr) of the Frankfurt Stock Exchange and/or the Baden-Wuerttemberg Stock Exchange (Freiverkehr/EUWAX), as the case may be, and/or (b) to the SWX Swiss Exchange ("SWX") for such Notes to be listed at SWX and to be admitted to trading, as applicable, either (x) in the Main Segment (Hauptsegment) of the SWX or (y) on the platform of Scoach Switzerland Ltd. Approval by the Competent Authority means the positive act at the outcome of the scrutiny of the completeness of this Base Prospectus including the consistency of the information given and its comprehensibility. In addition, Notes may be listed on further stock exchanges or may not be listed at all as agreed between the Issuer and the relevant Manager(s) in relation to the relevant issue. In order to be able to conduct a public offer and/or listing in relation to certain issues of Notes in the Republic of Austria, The Netherlands, the Republic of Italy, the GrandDuchy of Luxembourg, the Kingdom of Belgium and the Kingdom of Spain, the Issuer intends to apply for a notification of the Base Prospectus pursuant to §§ 17, 18 German Securities Prospectus Act (Wertpapierprospektgesetz) into the Republic of Austria, The Netherlands, the Republic of Italy, the Grand-Duchy of Luxembourg, the Kingdom of Belgium and the Kingdom of Spain.
The Notes and, in certain cases, the securities (if any) to be delivered when Notes are redeemed, have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and are subject to U.S. tax law requirements. Trading in the Notes has not been approved by the U.S. Commodity Futures Trading Commission under the U.S. Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act") or by the U.S. Securities Exchange Commission (the "SEC"). The Notes may not be offered, sold or delivered, at any time, within the United States or to, or for the account or benefit of, U.S. persons. The Notes are also subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person.
Potential investors in Notes are explicitly reminded that an investment in Notes entails financial risks. Investors in Notes run the risk of losing all or part of the amount invested by them in the Notes. Potential investors in Notes are, therefore, advised to study the full contents of this Base Prospectus (see "Risk Factors").
The information in this section "Summary of the Programme" includes a summary of each of the
following parts of this Base Prospectus:
A. the "Risk Factors" (Part B. I (English version) and Part B. II (German version) of this Base Prospectus);
B. the "Terms and Conditions of the Notes and Related Information" (Part E of this Base Prospectus); and C. the "Description of Barclays Bank PLC" (Part H of this Base Prospectus) The following summary is merely a summary of the Programme and is taken from the remainder of the Base Prospectus and, in relation to the Terms and Conditions of any particular Tranche of Notes, the applicable Final Terms. Words and expressions defined in other Parts of this Base Prospectus and not otherwise defined in this "Summary of the Programme" shall have the same meanings in this Part of the Base Prospectus.
The information in this section "Summary of the Programme" should be read and construed as an introduction to the Base Prospectus.
Prospective purchasers of Notes should base any decision to invest in Notes not only on the following information but on all other information in this Base Prospectus irrespective of whether it is set out in, or incorporated into, this Base Prospectus by reference.
If subsequently reference is made to the terms "Notes" and "Certificates", these terms shall include Notes and Certificates represented by physical securities as well as Notes and Certificates formed as Book-entry Securities (nicht-verurkundete Wertrechte), unless otherwise defined in this Programme.
Any judicial proceedings in the Federal Republic of Germany ("Germany") are subject to German Civil Procedural Law (Zivilprozeßrecht) as applied by German courts, which, inter alia and without limitation, might require the translation of foreign language documents into the German language, do not provide for discovery and might apportion the costs between the parties different from other jurisdictions and otherwise than as contemplated in any document pertaining to the Programme.
Accordingly, where a claim relating to the information contained in a securities prospectus such as this Base Prospectus is brought before a German court or the court of any other Member State of the European Economic Area (each an "EEA State" and, together, the "EEA States"), the plaintiff might, under German law as well as under the national legislation of any other relevant EEA State, have to bear the costs of translating, to the extent necessary, this Base Prospectus into German and/or any other relevant language, as the case may be, before legal proceedings are initiated.
Any judicial proceedings within the Swiss Confederation ("Switzerland") are subject to the relevant Cantonal Civil Procedural Law (Zivilprozessordnung) of the Canton in which such judicial proceedings are instituted, which, inter alia, and without limitation, might require the translation of foreign language documents into one of the Swiss official languages (German, French, Italian), might not provide for discovery and might apportion the costs between the parties different from other jurisdictions and otherwise than as contemplated in any document pertaining to the Programme.
Accordingly, where a claim relating to the information contained in a securities prospectus such as this Base Prospectus is brought before a court in Switzerland, the plaintiff might under the applicable Cantonal Civil Procedural Law (Zivilprozessordnung) have to bear the costs of translating, to the extent necessary, this Base Prospectus into the relevant Swiss official language, as the case may be, before legal proceedings are initiated.
thereof, but only to the extent that this summary is misleading, inaccurate or inconsistent when read together with the other parts of, or other information incorporated into, this Base Prospectus.
A. Summary of the "Risk Factors" An investment in the Notes involves certain risks relating to the Issuer and the relevant Tranche of Notes. While all of these risk factors are contingencies which may or may not occur, potential investors should be aware that the risks involved with investing in the Notes may (i) affect the ability of the Issuer to fulfil its obligations under Notes issued under the Programme and/or (ii) lead to a volatility and/or decrease in the market value of the relevant Tranche of Notes whereby the market value falls short of the expectations (financial or otherwise) of a Noteholder upon making an investment in such Notes.
Potential investors should consider two main categories of risks, I. "Risks Relating to the Notes" which include 1. "General Risks relating to the Notes"; 2. "General Risk Factors relating to Changes in Market Conditions"; and 3. "Risks relating to specific Product Categories", and II. "Risks Relating to
the Issuer", a summary of which is set out below:
I. Risks Relating to the Notes
1. General Risks relating to the Notes General An investment in the Notes entails certain risks, which vary depending on the specification and type or structure of the Notes. An investment in the Notes is only suitable for potential investors who (i) have the re-quisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Notes and the information contained or incorporated by reference into the Base Prospectuses or any applicable supplement thereto; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the context of the potential investor's particular financial situation and to evaluate the impact the Notes will have on their overall investment portfolio; (iii) understand thoroughly the terms of the relevant Notes and are familiar with the behaviour of the relevant underlyings and financial markets; (iv) are capable of bearing the economic risk of an investment in the Notes until the maturity of the Notes; and (v) recognise that it may not be possible to dispose of the Notes for a substantial period of time, if at all before maturity.
Interest Rate Risk The interest rate risk is one of the central risks of interest-bearing Notes. The interest rate level on the money and capital markets may fluctuate on a daily basis and cause the value of the Notes to change on a daily basis. The interest rate risk is a result of the uncertainty with respect to future changes of the market interest rate level. In particular, Noteholders of Fixed Rate Notes are exposed to an interest rate risk that could result in a diminution in value if the market interest rate level increases. In general, the effects of this risk increase as the market interest rates increase.
Credit Risk Any person who purchases the Notes is relying upon the creditworthiness of the Issuer and has no rights against any other person. Noteholders are subject to the risk of a partial or total failure of the Issuer to make interest and/or redemption payments that the Issuer is obliged to make under the Notes.
The worse the creditworthiness of the Issuer, the higher the risk of loss.
Credit Spread Risk Factors influencing the credit spread include, among other things, the creditworthiness and rating of the Issuer, probability of default, recovery rate, remaining term to maturity of the Note and obligations under any collateralisation or guarantee and declarations as to any preferred payment or subordination.
The liquidity situation, the general level of interest rates, overall economic developments, and the currency, in which the relevant obligation is denominated may also have a positive or negative effect.
Noteholders are exposed to the risk that the credit spread of the Issuer widens which results in a decrease in the price of the Notes.
-5Rating of the Notes A rating of Notes, if any, may not adequately reflect all risks of the investment in such Notes. Equally, ratings may be suspended, downgraded or withdrawn. Such suspension, downgrading or withdrawal may have an adverse effect on the market value and trading price of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
Reinvestment Risk Noteholders may be exposed to risks connected to the reinvestment of cash resources freed from any Note. The return the Noteholder will receive from a Note depends not only on the price and the nominal interest rate of the Note but also on whether or not the interest received during the term of the Note can be reinvested at the same or a higher interest rate than the rate provided for in the Note. The risk that the general market interest rate falls below the interest rate of the Note during its term is generally called reinvestment risk. The extent of the reinvestment risk depends on the individual features of the relevant Note.
Cash Flow Risk In general, Notes provide a certain cash flow. The Terms and Conditions of the Notes and/or the relevant Final Terms set forth under which conditions, on which dates and in which amounts interest and/or redemption amounts are/is paid. In the event that the agreed conditions do not occur, the actual cash flows may differ from those expected.
The materialisation of the cash flow risk may result in the Issuer's inability to make interest payments or in the inability to redeem the Notes, in whole or in part.
Inflation Risk The inflation risk is the risk of future money depreciation. The real yield from an investment is reduced by inflation. The higher the rate of inflation, the lower the real yield on a Note. If the inflation rate is equal to or higher than the nominal yield, the real yield is zero or even negative.