Barclays Bank PLC (“Barclays”) announced today that it
has further extended concurrently the expiration deadlines 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”), with an Exchange Ratio per Old Note
equal to six New Notes, which reflects a premium of 5.68%,
based on the Closing Indicative Note Values of the Old Notes and
the New Notes on August 27, 2021; and
- cash tender offer (the “Tender Offer”) to purchase any
and all of its Old Notes, with a Purchase Price per Old Note
equal to 105% of the Closing Indicative Note Value of the Old
Notes on the Expiration Date (as extended), which reflects a 5%
premium to the Closing Indicative Note Value of the Old Notes on
the Expiration Date (as extended).
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
releases dated June 17, 2021, July 30, 2021 and August 16, 2021 for
further details on the Exchange Offer, Tender Offer and Consent
Solicitation.
The Exchange Offer and its accompanying Consent Solicitation
were previously scheduled to expire at 5:00 p.m., New York City
time, on August 27, 2021, and the Tender Offer and its accompanying
Consent Solicitation were previously scheduled to expire at 11:59
p.m., New York City time, on August 27, 2021. The Exchange Offer
and its accompanying Consent Solicitation will instead expire at
5:00 p.m., New York City time, on August 31, 2021, and the
Tender Offer and its accompanying Consent Solicitation will instead
expire at 11:59 p.m., New York City time, on August 31,
2021, 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.
Because the Closing Indicative Note 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 declined as of the Expiration
Date (as extended), the Purchase Price may be significantly less
than it would otherwise have been had the Purchase Price been
determined at a time prior to such decline or after the level of
the Index has recovered. In addition, the Old Notes may trade at a
substantial premium to or discount from the Closing Indicative Note
Value of the Old Notes. Accordingly, the Purchase Price may be
lower than the trading price of the Old Notes on the Expiration
Date (as extended).
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. If a
Noteholder has already validly tendered its Old Notes pursuant to
either the original Exchange Offer or the original Tender Offer,
but wishes to withdraw its tender, such Noteholder may do so at any
time prior to the expiration deadline (as further extended) in
accordance with the withdrawal procedures described in the
Prospectus or the Statement, respectively. Before making a decision
with respect to either the Exchange Offer or the Tender Offer,
Noteholders are advised to consult their respective broker, dealer
or other adviser. Noteholders validly tendered 36,591 Old Notes
pursuant to the Exchange Offer to date and 31,020 Old Notes
pursuant to the Tender Offer to date, for a total of 67,611 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 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 supplements dated July
30, 2021, August 16, 2021 and August 27, 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 August 27, 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. Copies of the Prospectus and the
Statement are available at www.ipathetn.com/oilnf. 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 full-service corporate
and investment bank. 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 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
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version on businesswire.com: https://www.businesswire.com/news/home/20210827005414/en/
Danielle Popper +1 212 526 5963 Danielle.Popper@barclays.com
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