Barclays Bank PLC (the “Issuer”) announced today that it
has extended the expiration date of its previously announced cash
tender offer (the “Offer”) to purchase any and all of its
iPath® Bloomberg Natural Gas Subindex Total Return℠ ETNs due
October 22, 2037 (Ticker: GAZZF / CUSIP: 06739H644 /ISIN:
US06739H6449) (the “Notes” or “ETNs”) and
solicitation of consents (the “Consent Solicitation”) from
holders of the Notes (the “Noteholders”) to amend certain
provision of the Notes (the “Proposed Amendment”), subject
to applicable offer and distribution restrictions set out in the
Amended and Restated Offer to Purchase and Consent Solicitation
Statement dated April 29, 2021 (which may be further amended or
supplemented from time to time, the “Statement”).
Noteholders who validly tender (and do not validly withdraw) their
Notes will be deemed to have consented to the Proposed Amendment
under the Consent Solicitation.
The Offer and Consent Solicitation were previously scheduled to
expire at 5:00 p.m., New York City time, on April 28, 2021 and
will instead expire at 5:00 p.m., New York City time, on July
29, 2021 (the “Expiration Date), unless further extended or
early terminated by the Issuer, in which case notification to that
effect will be given by or on behalf of the Issuer in accordance
with the methods set out in the Statement. The purchase price of
the Notes will remain at $0.10 (10 cents) per Note (the “Purchase
Price”).
If a Noteholder has already validly tendered and not
withdrawn its Notes pursuant to the original Offer, such Noteholder
is not required to take any further action with respect to such
Notes and such tender constitutes a valid tender for purposes
of the Offer, as amended and restated. The purchase price is
payable on August 2, 2021, the “Settlement Date”, unless the
Offer is further extended or early terminated by the Issuer. As
of 5:00 p.m., New York City time, on April 28, 2021, Noteholders
have validly tendered 3,348,552 Notes, representing 46.58% of the
outstanding Notes as of such date.
The Closing Indicative Note Value for each trading day is
published at 5:00 p.m. EST at www.ipathetn.com/gazzf. Because the
Closing Indicative Note Value is calculated based on the closing
level of the Bloomberg Natural Gas Subindex Total Return℠
(Bloomberg ticker: BCOMNGTR) (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 Note Value on the Expiration Date. In addition, the
Notes may trade at a substantial premium to the Closing Indicative
Note Value. Accordingly, the Purchase Price may be higher than the
Closing Indicative Note Value but lower than the trading price of
the Notes on the Expiration Date.
The Offer and Consent Solicitation will expire at 5:00 p.m., New
York City time, on the Expiration Date. The value of the Notes may
fluctuate, perhaps significantly, if markets are experiencing
volatility during the period leading up to the Expiration Deadline,
and Noteholders may not have sufficient time to validly tender, or
validly withdraw tenders of, the Notes, in response to any such
fluctuations. The Issuer reserves the right, in its sole and
absolute discretion, not to accept any tender instructions, not to
purchase Notes or to extend, re-open, withdraw or terminate the
Offer and Consent Solicitation and to amend or waive any of the
terms and conditions of the Offer and Consent Solicitation in any
manner, subject to applicable laws and regulations.
Capitalized terms used and not otherwise defined in this
announcement have the meanings given in the Statement.
For Further Information
A complete description of the terms and conditions of the Offer
is set out in the Statement. The prospectus for the ETNs can be
accessed at www.ipathetn.com/GAZZFprospectus. 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 Attention: ETN Desk Telephone:
1-212-528-7990 Email: etndesk@barclays.com Information Agent
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, NY
10005 Attention: Andrew Beck Telephone: 1-866-796-1291 Fax:
212-709-3328 Email: barclays@dfking.com Tender Agent The
Bank of New York Mellon One Canada Square, 40th Floor London E14
5AL United Kingdom Attention: Debt Restructuring Services Telecopy
no. +44 20 7964 2536 Email: debtrestructuring@bnymellon.com
DISCLAIMER
This announcement must be read in conjunction with the
Statement. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Statement contain important information, which
must be read carefully before any decision is made with respect to
the Offer and 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 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 Offer and Consent
Solicitation. None of the Issuer, the Dealer Manager, 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 Offer and Consent
Solicitation.
General
Neither this announcement, the Statement nor the electronic
transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offer will not be accepted from
Noteholders) in any circumstances in which the Offer or
solicitation is unlawful. In those jurisdictions where the Notes,
blue sky or other laws require the 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
Offer shall be deemed to be made by such Dealer Manager or such
affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction. None of the Issuer, the Dealer Manager, 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 Notes in the Offer. In
addition, each Noteholder participating in the Offer will be deemed
to give certain representations in respect of the other
jurisdictions referred to below and generally as set out in the
Statement under the section entitled “Procedures for Participating
in the Offer.” Any tender of Notes for purchase pursuant to the
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 customer and client, and 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. Barclays offers investment
banking products and services in the US through Barclays Capital
Inc. For further information about Barclays, please visit our
website home.barclays.
Selected Risk Considerations
An investment in the iPath 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 applicable prospectus supplement and pricing supplement.
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
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.
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, 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
investments. The ETNs can therefore experience greater volatility
than other investments.
A Trading Market for the ETNs May Not Develop: Although the ETNs
are listed on a U.S. national securities exchange, a trading market
for the ETNs may not develop and 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 ETNs and Date Restrictions
for Redemptions: You must redeem at least 50,000 ETNs of the same
series at one time in order to exercise your right to redeem your
ETNs on any redemption date. You may only redeem your ETNs on a
redemption date if we receive a notice of redemption from you by
certain dates and times as set forth in the product 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.
"Bloomberg Natural Gas Subindex Total Return℠" is a service mark
of Bloomberg Finance L.P. and its affiliates (collectively,
"Bloomberg") and has been licensed for use for certain purposes by
Barclays Bank PLC. Any ETNs based on the Bloomberg Commodity
Indices are not sponsored, endorsed, sold or promoted by Bloomberg,
UBS Securities LLC ("UBS"), or any of their subsidiaries or
affiliates. None of Bloomberg, UBS Securities or any of their
subsidiaries or affiliates makes any representation or warranty,
express or implied, to the owners of or counterparties to the ETNs
or any member of the public regarding the advisability of investing
in securities or commodities generally or in the ETNs
particularly.
© 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/20210429005405/en/
Press: Danielle Popper +1 212 526 5963
Danielle.Popper@barclays.com
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