Barclays Bank PLC (“Barclays”) announced today that it
has commenced concurrently:
- an exchange offer (the “Exchange Offer”) to
exchange any and all of its iPath® S&P GSCI® Crude Oil Total
Return Index ETNs due August 14, 2036 (CUSIP: 06738C760/ISIN:
US06738C7609) (the “Old Notes”) for iPath® Pure Beta
Crude Oil ETNs due April 18, 2041 (CUSIP: 06740P221/ISIN:
US06740P2213) (the “New Notes” and together with the Old
Notes, the “ETNs”); and
- a cash tender offer (the “Tender Offer”) to purchase any
and all of its Old Notes.
Each of the Exchange Offer and the Tender Offer is accompanied
by a solicitation of consents (the “Consent Solicitation”)
from holders of the Old Notes (the “Noteholders”) to amend
certain provisions of the Old Notes as described below (the
“Proposed Amendment”), subject to applicable offer and
distribution restrictions. Noteholders who validly tender (and do
not validly withdraw) their Old Notes pursuant to either the
Exchange Offer or the Tender Offer will be deemed to have consented
to the Proposed Amendment under the Consent Solicitation.
Noteholders can elect to tender their Old Notes pursuant to
either the Exchange Offer or the Tender Offer. However, a tender of
any Old Note under both the Exchange Offer and the Tender Offer
without either tender being validly withdrawn is not valid and will
not be accepted by Barclays under either the Exchange Offer or the
Tender Offer.
A registration statement on Form F-4 relating to the issuance of
the New Notes pursuant to the Exchange Offer has been filed with
the Securities and Exchange Commission and has been declared
effective as of June 16, 2021. The Exchange Offer and Consent
Solicitation are being made on the terms and subject to the
conditions and restrictions set out in the prospectus dated June
17, 2021 (the “Prospectus”). The Tender Offer and Consent
Solicitation are being made on the terms and subject to the
conditions and restrictions set out in the Offer to Purchase and
Consent Solicitation Statement dated June 17, 2021 (as amended or
supplemented from time to time, the “Statement”).
Capitalized terms used and not otherwise defined in this
announcement have the meanings given in the Prospectus or the
Statement, as applicable.
The Exchange Offer, Tender Offer and Consent Solicitation
commence on June 17, 2021 and will expire at 5:00 p.m., New York
City time, on July 29, 2021 (the “Expiration Deadline”),
unless extended or early terminated by Barclays, in which case
notification to that effect will be given by or on behalf of
Barclays in accordance with the methods set out in the Prospectus
or the Statement, as applicable.
Barclays reserves the right, in its sole and absolute
discretion, to extend, withdraw, terminate or amend the terms and
conditions of, either or both of the Exchange Offer and the Tender
Offer at any time for any reason.
Key Terms of the Exchange Offer
The exchange ratio per Old Note validly tendered in the Exchange
Offer (and not validly withdrawn) prior to the Expiration Deadline
and accepted for exchange (the “Exchange Ratio”) will be
equal to six New Notes, which will be delivered on the Settlement
Date, unless the Exchange Offer is extended or terminated. The New
Notes were first issued on April 26, 2011. Upon completion of the
Exchange Offer, Barclays will issue additional New Notes to the
tendering Noteholders and consolidate such additional New Notes to
form a single class with the New Notes currently outstanding.
Key Terms of the Tender Offer
The purchase price per Old Note validly tendered in the Tender
Offer (and not validly withdrawn) prior to the Expiration Deadline
and accepted for purchase (the “Purchase Price”) is $127,
which is equal to approximately 103.25% of the last trading price
of the Old Notes on June 16, 2021 and reflects a premium of
approximately 3.25% to the last trading price of the Old Notes on
such date. The Closing Indicative Value of the Old Notes was
$126.136 on June 16, 2021 and it is published at
www.ipathetn.com/oilnf on a daily basis. The Purchase Price per Old
Note validly tendered in the Tender Offer (and not validly
withdrawn) prior to the Expiration Deadline and accepted for
purchase will be payable on the Settlement Date, unless the Tender
Offer is extended, re-opened or early terminated.
Because the Closing Indicative Value of the Old Notes is
calculated based on the closing level of the S&P GSCI® Crude
Oil Total Return Index (Bloomberg ticker: SPGSCLTR) (the “Index”),
if the closing level of the Index has increased as of the
Expiration Date, the Purchase Price may be less, or significantly
less, than the Closing Indicative Value of the Old Notes on the
Expiration Date. In addition, the Old Notes may trade at a
substantial premium to or discount from the Closing Indicative
Value of the Old Notes. Accordingly, the Purchase Price may be
higher than the Closing Indicative Value of the Old Notes but lower
than the trading price of the Old Notes on the Expiration
Date.
Key Terms of the Consent Solicitation
If the Noteholders of a majority in aggregate principal amount
of the Old Notes have validly tendered (and have not validly
withdrawn) their Old Notes as of the Expiration Deadline, the
related indenture (the “Indenture”) and the global
certificate with respect to the Old Notes (“Old Note
Certificate”) will be amended promptly following the Expiration
Date to provide Barclays with the right to redeem, in its sole
discretion, all, but not less than all, of the outstanding Old
Notes on the Redemption Date for a cash payment per Old Note equal
to the Closing Indicative Value of the Old Notes on the valuation
date (“Valuation Date”) specified by Barclays in the
redemption notice. The “Redemption Date” will be the fifth
business day after the Valuation Date.
Old Notes accepted by Barclays pursuant to the Exchange Offer or
purchased by Barclays pursuant to the Tender Offer will be
immediately cancelled. Old Notes that have not been validly
tendered and/or accepted for exchange or purchase pursuant to the
Exchange Offer or the Tender Offer, respectively, will remain
outstanding after the Settlement Date. After the Proposed Amendment
becomes effective, the Old Notes that are not tendered, or that are
not accepted for exchange or purchase pursuant to the Exchange
Offer or the Tender Offer, respectively, will be subject to the
amended terms of the Indenture and the Old Note Certificate.
Barclays currently intends to effectuate the Proposed Amendment
promptly after the Expiration Date and redeem all outstanding Old
Notes shortly after the Proposed Amendment becomes effective. The
value of the payment upon redemption to Noteholders may be greater
than or less than the value of the New Notes received pursuant to
the Exchange Offer or the Purchase Price pursuant to the Tender
Offer, respectively, but will not include any amount in excess of
the Closing Indicative Value of the Old Notes on the Valuation
Date of such redemption.
How to Tender or Withdraw Tender of Your Old Notes
Noteholders who wish to tender or withdraw tenders of their Old
Notes in the Exchange Offer or the Tender Offer must do so by
contacting their respective broker, dealer or other person who is
shown in the records of the Depository Trust Company (“DTC”)
as a Noteholder of the Old Notes (the “Intermediary”) and
instructing their broker or dealer to arrange for the transfer of
their Old Notes through DTC’s Automated Tender Offer Program
(“ATOP”), subject to the terms and procedures of that
system.
Barclays intends to announce, inter alia, its decision whether
to accept valid tenders of Old Notes for exchange or purchase
pursuant to the Exchange Offer or the Tender Offer, respectively,
in an announcement following the Expiration Deadline.
Barclays reserves the right, in its sole and absolute
discretion, not to accept any Exchange Instructions or Tender
Instructions, not to accept Old Notes for exchange or purchase or
to amend or waive any of the terms and conditions of the Exchange
Offer or the Tender Offer in any manner, subject to applicable laws
and regulations.
Expected Timetable of Events
The times and dates below are indicative only.
Time and Date
Event
June 17, 2021
Commencement of Exchange
Offer, Tender Offer and Consent Solicitation
Exchange Offer, Tender Offer and
Consent Solicitation announced.
The Exchange Ratio per Old Note
is equal to six New Notes. The Purchase Price per Old Note is equal
to $127.
Prospectus made available to
Noteholders. The Statement is available from Barclays Capital Inc.
(“Dealer Manager”) and D.F. King & Co., Inc.
(“Information Agent”).
5:00 p.m. (New York City time) on
July 29, 2021
Expiration Deadline
The deadline for Noteholders to
validly tender (and not validly withdraw) their Old Notes in order
to participate in the Exchange Offer or the Tender Offer.
Noteholders who validly tender (and do not validly withdraw) their
Old Notes will be deemed to have consented to the Proposed
Amendment under the Consent Solicitation.
Noteholders may validly withdraw
tenders of their Old Notes at any time prior to the Expiration
Deadline, but not thereafter. Noteholders who validly withdraw
tenders of their Old Notes will be deemed to have withdrawn their
consents to the Proposed Amendment under the Consent Solicitation.
Noteholders may not consent to the Proposed Amendment in the
Consent Solicitation without tendering the Old Notes and may not
revoke consents without withdrawing the previously tendered Old
Notes to which such consents relate.
Noteholders should carefully
review the specific procedures for tendering Old Notes in the
Prospectus under the section entitled “The Exchange Offer and
Consent Solicitation—Procedures for Tendering Old Notes” with
respect to the Exchange Offer and the Statement under the section
entitled “Procedures for Participating in the Offer” with respect
to the Tender Offer.
July 30, 2021
Announcement of Results of
Exchange Offer, Tender Offer and Consent Solicitation
Barclays will announce its
decision whether to accept valid tenders of Old Notes for exchange
pursuant to the Exchange Offer or purchase pursuant to the Tender
Offer (including, if applicable, the expected Settlement Date) and
the results of the Exchange Offer, the Tender Offer and the Consent
Solicitation in accordance with the methods set out in the
Prospectus as provided in the section entitled “The Exchange Offer
and Consent Solicitation—Announcements” with respect to the
Exchange Offer and the Statement as provided in the section
entitled “Terms and Conditions of the Offer and Consent
Solicitation” with respect to the Tender Offer.
August 3, 2021
Settlement
Expected Settlement Date.
New Notes will be issued in
exchange for any Old Notes validly tendered (and not validly
withdrawn) prior to the Expiration Deadline and accepted by us
based on the Exchange Ratio in respect of the Exchange Offer.
Payment of the Purchase Price in
respect of the Tender Offer.
Any Noteholder whose Old Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company, nominee or other
Intermediary should promptly contact such entity if it wishes to
tender or withdraw tenders of its Old Notes in the Exchange Offer
or the Tender Offer. Such Intermediaries may have deadlines for
participating in the Exchange Offer or the Tender Offer prior to
the Expiration Deadline or other deadlines specified above.
Noteholders should carefully review the specific procedures for
tendering Old Notes in the Prospectus under the section entitled
“The Exchange Offer and Consent Solicitation—Procedures for
Tendering Old Notes” with respect to the Exchange Offer and the
Statement under the section entitled “Procedures for Participating
in the Offer” with respect to the Tender Offer.
For Further Information
Please visit the product page at www.ipathetn.com/oilnf. The
prospectus for the Old Notes can be accessed at
www.ipathetn.com/OILNFprospectus. For more information about the
New Notes, please visit the product page at www.ipathetn.com/oil
and the prospectus can be accessed at
www.ipathetn.com/OILprospectus. A complete description of the terms
and conditions of the Exchange Offer or the Tender Offer is set out
in the Prospectus or the Statement, respectively. Further details
about the transaction can be obtained from:
The Dealer Manager Barclays Capital Inc. 745 Seventh
Avenue New York, New York 10019 United States Telephone: +1
212-528-7990 Attn: Barclays ETN Desk Email:
etndesk@barclays.com
The Exchange Agent & Tender Agent The Bank of New
York Mellon One Canada Square, 40th Floor London E14 5AL United
Kingdom Attn: Debt Restructuring Services Telecopy no. +44 20 7964
2536 Email: debtrestructuring@bnymellon.com
The Information Agent D.F. King & Co., Inc. 48 Wall
Street, 22nd Floor New York, New York 10005 United States
Telephone: +1 212-269-5550 U.S. Toll Free Number: +1 866-342-4883
Attn: Michael Horthman Email: barclays@dfking.com Fax:
212-709-3328
DISCLAIMER
This announcement must be read in conjunction with the
Prospectus or the Statement, as applicable. No offer or invitation
to acquire or exchange any securities is being made pursuant to
this announcement. This announcement, the Prospectus and the
Statement contain important information, which must be read
carefully before any decision is made with respect to the Exchange
Offer, Tender Offer or Consent Solicitation. If any Noteholder is
in any doubt as to the action it should take, it is recommended to
seek its own legal, tax and financial advice, including as to any
tax consequences, from its stockbroker, bank manager, lawyer,
accountant or other independent financial adviser. Any individual
or company whose Old Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to participate in the Exchange
Offer, Tender Offer or Consent Solicitation. None of Barclays, the
Dealer Manager, the Exchange Agent (also the Tender Agent) or the
Information Agent (or any person who controls, or is a director,
officer, employee or agent of such persons, or any affiliate of
such persons) makes any recommendation as to whether Noteholders
should participate in the Exchange Offer, Tender Offer or Consent
Solicitation.
General
Neither this announcement, the Prospectus, the Statement nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell securities (and tenders of Old
Notes for exchange pursuant to the Exchange Offer or purchase
pursuant to the Tender Offer will not be accepted from Noteholders)
in any circumstances in which the Exchange Offer, Tender Offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Exchange Offer or
the Tender Offer to be made by a licensed broker or dealer and the
Dealer Manager or any of its affiliates is such a licensed broker
or dealer in any such jurisdiction, the Exchange Offer or the
Tender Offer, as applicable, shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
Barclays in such jurisdiction. None of Barclays, the Dealer
Manager, the Exchange Agent (also the Tender Agent) or the
Information Agent (or any director, officer, employee, agent or
affiliate of, any such person) makes any recommendation as to
whether Noteholders should tender Old Notes in the Exchange Offer
or the Tender Offer. In addition, each Noteholder participating in
the Exchange Offer or the Tender Offer will be deemed to give
certain representations in respect of the other jurisdictions
referred to below and generally as set out in the Prospectus under
the section entitled “The Exchange Offer and Consent
Solicitation—Noteholder Representations” with respect to the
Exchange Offer and the Statement under the section entitled
“Procedures for Participating in the Offer” with respect to the
Tender Offer. Any tender of Old Notes for exchange pursuant to the
Exchange Offer or purchase pursuant to the Tender Offer from a
Noteholder that is unable to make these representations will not be
accepted.
About Barclays
Barclays is a transatlantic consumer and wholesale bank offering
products and services across personal, corporate and investment
banking, credit cards and wealth management, with a strong presence
in our two home markets of the UK and the US.
With over 325 years of history and expertise in banking,
Barclays operates in over 40 countries and employs approximately
83,500 people. Barclays moves, lends, invests and protects money
for customers and clients worldwide. For further information about
Barclays, please visit our website www.barclays.com.
Selected Risk Considerations
An investment in the ETNs described herein involves risks.
Selected risks are summarized here, but we urge you to read the
more detailed explanation of risks described under “Risk Factors”
in the Prospectus and the Statement.
You May Lose Some or All of Your Principal: The ETNs are exposed
to any decrease in the level of the underlying index between the
applicable inception date and the applicable valuation date.
Additionally, if the level of the underlying index is insufficient
to offset the negative effect of the investor fee and other
applicable costs, you will lose some or all of your investment at
maturity or upon redemption, even if the value of such index level
has increased or decreased, as the case may be. Because the ETNs
are subject to an investor fee and other applicable costs, the
return on the ETNs will always be lower than the total return on a
direct investment in the index components. The ETNs are riskier
than ordinary unsecured debt securities and have no principal
protection.
Credit of Barclays Bank PLC: The ETNs are unsecured debt
obligations of the issuer, Barclays Bank PLC, and are not, either
directly or indirectly, an obligation of or guaranteed by any third
party. Any payment to be made on the ETNs, including any payment at
maturity or upon redemption, depends on the ability of Barclays
Bank PLC to satisfy its obligations as they come due. As a result,
the actual and perceived creditworthiness of Barclays Bank PLC will
affect the market value, if any, of the ETNs prior to maturity or
redemption. In addition, in the event Barclays Bank PLC were to
default on its obligations, you may not receive any amounts owed to
you under the terms of the ETNs.
Issuer Redemption: Barclays Bank PLC will have the right
to redeem or call the New Notes (in whole but not in part) at its
sole discretion and without your consent on any trading day on or
after the inception date until and including maturity.
Pure Beta Series 2 Methodology: The Barclays Pure Beta
Series 2 Methodology with respect to the New Notes seeks to
mitigate distortions in the commodities markets associated with
investment flows and supply and demand distortions. However, there
is no guarantee that the Pure Beta Series 2 Methodology will
succeed in these objectives and an investment in the New Notes
linked to indices using this methodology may underperform compared
to an investment in a traditional commodity index linked to the
same commodities.
Market and Volatility Risk: The market value of the ETNs may be
influenced by many unpredictable factors and may fluctuate between
the date you purchase them and the maturity date or redemption
date. You may also sustain a significant loss if you sell your ETNs
in the secondary market. Factors that may influence the market
value of the ETNs include prevailing market prices of the U.S.
stock markets or the U.S. Treasury market, the index components
included in the underlying index, and prevailing market prices of
options on such index or any other financial instruments related to
such index; and supply and demand for the ETNs, including economic,
financial, political, regulatory, geographical or judicial events
that affect the level of such index or other financial instruments
related to such index.
Concentration Risk: Because the ETNs are linked to an index
composed of futures contracts on a single commodity or in only one
commodity sector, the ETNs are less diversified than other funds.
The ETNs can therefore experience greater volatility than other
funds or investments.
A Trading Market for the ETNs May Not Develop: The liquidity of
the ETNs may be limited, as we are not required to maintain any
listing of the ETNs.
No Interest Payments from the ETNs: You may not receive any
interest payments on the ETNs.
Restrictions on the Minimum Number of New Notes and Date
Restrictions for Redemptions: Except with respect to the
circumstances described above or as otherwise specified in the
Prospectus, you must redeem at least the minimum number of New
Notes specified in the Prospectus at one time in order to exercise
your right to redeem your New Notes on any redemption date. You may
only redeem your New Notes on a redemption date if we receive a
notice of redemption from you by certain dates and times as set
forth in the Prospectus.
Uncertain Tax Treatment: Significant aspects of the tax
treatment of the ETNs are uncertain. You should consult your own
tax advisor about your own tax situation.
The ETNs may be sold throughout the day on the exchange through
any brokerage account. Commissions may apply and there are tax
consequences in the event of sale, redemption or maturity of ETNs.
Sales in the secondary market may result in significant
losses.
The S&P GSCI® Total Return Index and the S&P GSCI® Crude
Oil Total Return Index (the “S&P GSCI Indices”) are products of
S&P Dow Jones Indices LLC (“SPDJI”), and have been licensed for
use by Barclays Bank PLC. S&P® and GSCI® are registered
trademarks of Standard & Poors’ Financial Services LLC
(“SPFS”). These trademarks have been licensed to SPDJI and its
affiliates and sublicensed to Barclays Bank PLC for certain
purposes. The S&P GSCI® Indices are not owned, endorsed, or
approved by or associated with Goldman, Sachs & Co. or its
affiliated companies. The ETNs are not sponsored, endorsed, sold or
promoted by SPDJI, SPFS, or any of their respective affiliates
(collectively, “S&P Dow Jones Indices”). S&P Dow Jones
Indices does not make any representation or warranty, express or
implied, to the owners of the ETNs or any member of the public
regarding the advisability of investing in securities generally or
in the ETNs particularly or the ability of the S&P GSCI®
Indices to track general market performance.
© 2021 Barclays Bank PLC. All rights reserved. iPath, iPath ETNs
and the iPath logo are registered trademarks of Barclays Bank PLC.
All other trademarks, servicemarks or registered trademarks are the
property, and used with the permission, of their respective
owners.
NOT FDIC INSURED · NO BANK
GUARANTEE · MAY LOSE VALUE
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version on businesswire.com: https://www.businesswire.com/news/home/20210617005239/en/
Press:
Danielle Popper +1 212 526 5963 Danielle.Popper@barclays.com
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