Title of Each Class of Securities Offered. Maximum Aggregate Offering Price. Amount of Registration Fee 1. Calculated in accordance with Rule r of the Securities Act of

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Title of Each Class of Securities Offered. Maximum Aggregate Offering Price. Amount of Registration Fee 1. Calculated in accordance with Rule r of the Securities Act of Pricing Supplement. Filed Pursuant to Rule b 2. Registration No. There are important differences between the notes and a conventional debt security, including different investment risks. Any representation to the contrary is a criminal offense. Public offering price. Underwriting discount. Proceeds, before expenses, to Barclays.

The notes:. February 23, Enhanced Return. The notes are not guaranteed or insured by the Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction or secured by collateral. The notes will rank equally with all of our other unsecured and unsubordinated debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of Barclays.

If the Ending Value is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering.

Any prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement ARN Terms of the Notes.

Original Offering Price:. Approximately 14 months. Market Measure:. Starting Value:. Ending Value:. The average of the closing levels of the Market Measure on each scheduled calculation day occurring during the maturity valuation period.

The calculation days are subject to postponement in the event of Market Disruption Events, as described on page S of product supplement ARN Capped Value:.

Maturity Valuation Period:. April 17, , April 18, , April 19, , April 22, and April 23, Participation Rate:. Calculation Agent:. Redemption Amount Determination. On the maturity date, you will receive a cash payment per unit determined as follows:.

Investor Considerations. You may wish to consider an investment in the notes if:. You are willing to risk a loss of principal and return if the Index decreases from the Starting Value to the Ending Value. You accept that the return on the notes, if any, will be capped. You are willing to forgo the interest payments that are paid on traditional interest bearing debt securities. You are willing to forego dividends or other benefits of owning the stocks included in the Index. You are willing to accept a limited market for sales prior to maturity, and understand that the market prices for the notes, if any, will be affected by various factors, including our actual and perceived creditworthiness, and the fees charged on the notes, as described on TS You are willing to assume our credit risk, as issuer of the notes, for all payments under the notes, including the Redemption Amount.

The notes may not be an appropriate investment for you if:. You believe that the Index will decrease from the Starting Value or that it will not increase sufficiently over the term of the notes to provide you with your desired return.

You seek principal protection or preservation of capital. You seek an uncapped return on your investment. You seek interest payments or other current income on your investment. You want to receive dividends or other distributions paid on the stocks included in the Index. You seek an investment for which there will be a liquid secondary market.

You are unwilling or are unable to take market risk on the notes or to take our credit risk as issuer of the notes. We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Hypothetical Payout Profile. The green line reflects the returns on the notes, while the dotted gray line reflects the returns of a direct investment in the stocks included in the Index, excluding dividends. This graph has been prepared for purposes of illustration only. Hypothetical Payments at Maturity. The following table and examples are for purposes of illustration only.

They are based on hypothetical values and show hypothetical returns on the notes. The actual amount you receive and the resulting total rate of return will depend on the actual Starting Value, Ending Value and the term of your investment. It illustrates the effect of a range of Ending Values on the Redemption Amount per unit of the notes and the total rate of return to holders of notes.

The following examples do not take into account any tax consequences from investing in the notes. Value to the. Ending Value. The hypothetical Starting Value of used in these examples has been chosen for illustrative purposes only.

The actual Starting Value is 1, The Redemption Amount per unit cannot exceed the Capped Value. The Index is a price return index and as such the Ending Value will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk. Redemption Amount Calculation Examples. Example 1. Starting Value: Example 2.

Example 3. Risk Factors. There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks, including those listed below. Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is no guaranteed return of principal. Your yield may be less than the yield you could earn by owning a conventional debt security of comparable maturity.

Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment. Your investment return, if any, is limited to the return represented by the Capped Value and may be less than a comparable investment directly in the stocks included in the Index.

The price at which you may sell the notes in any secondary market may be lower than the price you paid for the notes due to, among other things, the inclusion of fees charged for developing, hedging and distributing of the notes, as described on page TS-9 and various credit, market and economic factors that interrelate in complex and unpredictable ways. A trading market is not expected to develop for the notes.

The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests. You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other distributions by the issuers of those securities. There may be potential conflicts of interest involving the calculation agent.

We have the right to appoint and remove the calculation agent. The U. The Index. All disclosures contained in this term sheet regarding the Index, including, without limitation, its make up, method of calculation, and changes in its components, have been derived from publicly available sources. None of us, the calculation agent, or the selling agent accepts any responsibility for the calculation, maintenance, or publication of the Index or any successor index.

The Index is intended to provide an indication of the pattern of stock price movement in the U. The daily calculation of the level of the Index, discussed below in further detail, is based on the aggregate market value of the common stocks of companies as of a particular time compared to the aggregate average market value of the common stocks of similar companies during the base period of the years through Composition of the Index.

The Index does not reflect the payment of dividends on the stocks included in the Index. Because of this the return on the notes will not be the same as the return you would receive if you were to purchase those stocks and hold them for a period equal to the term of the notes. Computation of the Index.



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