Barclays (BCS) FWPFree writing prospectus

Issuer:

Barclays PLC (the “Issuer”)

Notes:

$1,250,000,000 5.674% Fixed-to-Floating Rate Senior Callable Notes due 2028 (the “2028 notes”)

Expected Issue Ratings¹:

Baa1 (Moody’s) / BBB+ (S&P) / A (Fitch)

Status:

Senior Debt / Unsecured

Legal Format:

SEC registered

Principal Amount:

$1,250,000,000

Trade Date:

March 5, 2024

Settlement Date:

March 12, 2024 (T+5) (the “Issue Date”)

Maturity Date:

March 12, 2028 (the “2028 Notes Maturity Date”)

Fixed Rate Period Coupon:

From (and including) the Issue Date to (but excluding) the 2028 Notes Par Redemption Date (as defined below) (the “2028 Notes Fixed Rate Period”), the 2028 notes will bear interest at a rate of 5.674% per annum.

Floating Rate Period Coupon:

From (and including) the 2028 Notes Par Redemption Date to (but excluding) the 2028 Notes Maturity Date (the “2028 Notes Floating Rate Period”), the applicable per annum interest rate will be equal to the Benchmark (as defined below, such term subject to the provisions described under “Description of Senior Notes” in the Preliminary Prospectus Supplement) as determined on the applicable Interest Determination Date (as defined below), plus the 2028 Notes Margin (as defined below) (the “2028 Notes Floating Interest Rate”). The 2028 Notes Floating Interest Rate will be calculated quarterly on each Interest Determination Date.

During the 2028 Notes Floating Rate Period, each interest period on the 2028 notes will begin on (and include) a 2028 Notes Floating Rate Period Interest Payment Date (as defined below) and end on (but exclude) the next succeeding 2028 Notes Floating Rate Period Interest Payment Date (each, a “2028 Notes Floating Rate Interest Period”); provided that the first 2028 Notes Floating Rate Interest Period will begin on (and include) the 2028 Notes Par Redemption Date and will end on (but exclude) the first 2028 Notes Floating Rate Period Interest Payment Date.

Par Redemption Date:

March 12, 2027 (the “2028 Notes Par Redemption Date”)

Fixed Rate Period Interest Payment Dates:

During the 2028 Notes Fixed Rate Period, interest will be payable semi-annually in arrear on March 12 and September 12 in each year, from (and including) September 12, 2024 up to (and including) the 2028 Notes Par Redemption Date.

Floating Rate Period Interest Payment Dates:

During the 2028 Notes Floating Rate Period, interest will be payable quarterly in arrear on June 12, 2027, September 12, 2027, December 12, 2027, and the 2028 Notes Maturity Date (each, a “2028 Notes Floating Rate Period Interest Payment Date”).

Interest Determination Dates:

The second USGS Business Day preceding the applicable Floating Rate Period Interest Payment Date (each, an “Interest Determination Date”).

Benchmark:

Compounded Daily SOFR (calculated as described under “Description of Senior Notes—Calculation of the Benchmark” in the Preliminary Prospectus Supplement), subject to the Benchmark Transition Provisions.

Day Count:

30/360, Following, Unadjusted, for the 2028 Notes Fixed Rate Period.

Actual/360, Modified Following, Adjusted, for the 2028 Notes Floating Rate Period.

Business Days:

Any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.

Preliminary Prospectus Supplement:

Preliminary Prospectus Supplement dated March 5, 2024 (the “Preliminary Prospectus Supplement,” incorporating the Prospectus dated March 1, 2024 relating to the 2028 notes (the “Base Prospectus”)). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.

U.K. Bail-in Power Acknowledgement:

Yes. See the section entitled “Description of Senior Notes—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Preliminary Prospectus Supplement and “Description of Debt Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Base Prospectus.

Ranking:

The ranking of the 2028 notes is described under “Description of Senior Notes—Ranking” in the Preliminary Prospectus Supplement.

Optional Redemption:

The Issuer may, at its option, redeem (i) the 2028 notes in whole or in part, pursuant to the 2028 Notes Make-Whole Redemption at any time on or after September 12, 2024 to (but excluding) March 12, 2027 (the “2028 Notes Par Redemption Date”); and/or (ii) the 2028 notes then outstanding, in whole but not in part, on the 2028 Notes Par Redemption Date, at an amount equal to 100% of their principal amount together with accrued but unpaid interest, if any, on the principal amount of the 2028 notes to be redeemed to (but excluding) the redemption date, on the terms and subject to the provisions set forth in the Preliminary Prospectus Supplement under “Description of Senior Notes—Optional Redemption.”

For purposes of the 2028 Notes Make-Whole Redemption, the 2028 Notes Discount Factor is 25 bps.

Tax Redemption:

The 2028 notes are also redeemable as described under “Description of Senior Notes—Tax Redemption” in the Preliminary Prospectus Supplement.

Loss Absorption Disqualification Event Redemption:

The 2028 notes are also redeemable as described under “Description of Senior Notes—Loss Absorption Disqualification Event Redemption” in the Preliminary Prospectus Supplement.

Margin:

149 bps (the “2028 Notes Margin”)

Benchmark Treasury:

UST 4.125% due February 15, 2027

Spread to Benchmark Treasury:

135 bps

Reoffer Yield:

5.674%

Price to Public:

100.000%

Underwriting Discount:

0.250%

Net Proceeds:

$1,246,875,000

Sole Bookrunner:

Barclays Capital Inc.

Senior Co-Managers:

CIBC World Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Intesa Sanpaolo IMI Securities Corp., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., UBS Securities LLC, Wells Fargo Securities, LLC

Co-Managers:

Academy Securities, Inc, Bank of China Limited, London Branch, C.L. King & Associates, Inc., Falcon Square Capital LLC, MFR Securities, Inc., Samuel A. Ramirez & Company, Inc., Swedbank AB (publ), Truist Securities, Inc.

Risk Factors:

An investment in the 2028 notes involves risks. See “Risk Factors” section beginning on page S-25 of the Preliminary Prospectus Supplement.

Denominations:

$200,000 and integral multiples of $1,000 in excess thereof.

ISIN / CUSIP:

US06738ECP88 / 06738E CP8

Legal Entity Identifier (“LEI”) Code:

213800LBQA1Y9L22JB70

Settlement:

The Depository Trust Company; Book-entry; Transferable

Documentation:

To be documented under the Issuer’s shelf registration statement on Form F-3 (No. 333-277578) and to be issued pursuant to the Senior Debt Securities Indenture dated January 17, 2018 (as amended and supplemented through the Issue Date), between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as amended and supplemented by the Seventeenth Supplemental Indenture, to be entered into on or about the Issue Date, between the Issuer, the Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as senior debt security registrar.

Listing:

We will apply to list the 2028 notes on the New York Stock Exchange.

Calculation Agent:

The Bank of New York Mellon, New York, or its successor appointed by the Issuer.

Governing Law:

New York law, except for the waiver of set-off provisions which will be governed by English law.

Definitions:

Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement.