Barclays Bank PLC (“Barclays”) announced today that it
has extended concurrently the expiration deadline of its previously
announced:
- 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
- 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 (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. Please refer to the press
release dated June 17, 2021 for further details on the Exchange
Offer, Tender Offer and Consent Solicitation.
The Exchange Offer, Tender Offer and Consent Solicitation were
previously scheduled to expire at 5:00 p.m., New York City time, on
July 29, 2021 and will instead expire at 5:00 p.m., New York City
time, on August 13, 2021 (the “Expiration Deadline”), unless
further 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
(as defined below) or the Statement (as defined below), as
applicable.
In addition, 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the Tender Offer (and not validly withdrawn) prior to the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”) has been increased from $127 to $135, which reflects a
premium of approximately 2.27% to the last trading price of the Old
Notes on such date. The Closing Indicative Value of the Old Notes
was $133.0523 on July 29, 2021 and it is published at
www.ipathetn.com/oilnf on a daily basis.
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without either tender being validly withdrawn is not valid and will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.
If a Noteholder has already validly tendered and not withdrawn
its Old Notes pursuant to either the original Exchange Offer or the
original Tender Offer, such Noteholder is not required to take any
further action with respect to such Old Notes and such tender
constitutes a valid tender for purposes of the Exchange Offer or
the Tender Offer, respectively, both as amended and restated. Any
such tender with respect to the Tender Offer is eligible for the
new Purchase Price of $135. As of 5:00 p.m., New York City time, on
July 29, 2021, Noteholders validly tendered 25,736 Old Notes
pursuant to the Exchange Offer and 14,415 Old Notes pursuant to the
Tender Offer, for a total of 503,000 Old Notes.
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 Ratio per Old Note is
equal to six New Notes. 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, as
supplemented by the prospectus supplement dated July 30, 2021 (as
amended or supplemented from time to time, 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 Amended and Restated Offer to Purchase
and Consent Solicitation Statement dated July 30, 2021 (which may
be further 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.
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.
For Further Information
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 British universal bank. We are diversified by
business, by different types of customers and clients, and by
geography. Our businesses include consumer banking and payments
operations around the world, as well as a top-tier, full service,
global corporate and investment bank, all of which are supported by
our service company which provides technology, operations and
functional services across the Group.
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 through certain
brokerage accounts. 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210730005287/en/
Press: Danielle Popper +1 212 526 5963
Danielle.Popper@barclays.com
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