Barclays Bank PLC (the “Issuer”) announced today that it
has commenced a cash tender offer (the “Offer”) to purchase
any and all of its iPath® S&P GSCI® Crude Oil Total
Return Index ETNs due August 14, 2036 (CUSIP: 06738C760/ISIN:
US06738C7609) (the “Notes” or the “ETNs”) and a
solicitation of consents (the “Consent Solicitation”) from
holders of the Notes (the “Noteholders”) to the Proposed
Amendment (as defined below), subject to applicable offer and
distribution restrictions. 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.
Key Terms of the Offer and Consent Solicitation
The 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 October 28,
2022 (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
Statement.
The Offer and Consent Solicitation commence on October 28, 2022
and will expire at 11:59 p.m., New York City time, on November 30,
2022 (the “Expiration Deadline”), unless 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 per Note validly tendered in the Offer (and
not validly withdrawn) prior to the Expiration Deadline and
accepted for purchase (the “Purchase Price”) will be equal
to 102% of the Closing Indicative Note Value on November 30, 2022
(the “Expiration Date”), which reflects a 2% premium to the
Closing Indicative Note Value on the Expiration Date (the
“Premium Payment”).
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.
If the Noteholders of a majority in aggregate principal amount
of the Notes have validly tendered (and have not validly withdrawn)
their Notes as of the Expiration Deadline, the related indenture
(the “Indenture”) and the global certificate with respect to
the Notes (the “Global Certificate”) will be amended
promptly following the Expiration Date to provide the Issuer with
the right to redeem, in its sole discretion, all, but not less than
all, of the outstanding Notes on the Redemption Date for a cash
payment per Note equal to the Closing Indicative Note Value on the
valuation date (the “Valuation Date”) specified by the
Issuer in the redemption notice. The “Redemption Date” will
be the fifth Business Day after the Valuation Date. The amendment
described in this paragraph is referred to as the “Proposed
Amendment”.
Notes purchased by the Issuer pursuant to the Offer will be
immediately cancelled. Notes that have not been validly tendered
and/or accepted for purchase pursuant to the Offer will remain
outstanding after the Settlement Date, subject to the Issuer’s
right to redeem the outstanding Notes if the Proposed Amendment
becomes effective. After the Proposed Amendment becomes effective,
the Notes that are not tendered, or that are not accepted for
payment pursuant to the Offer, will be subject to the amended terms
of the Indenture and the Global Certificate. The Issuer
currently intends to effectuate the Proposed Amendment promptly
after the Expiration Date and redeem all outstanding Notes shortly
after the Proposed Amendment becomes effective. The payment upon
redemption to Noteholders may be greater than or less than the
Purchase Price pursuant to the Offer but will not include the
Premium Payment or any amount in excess of the Closing Indicative
Note Value on the Valuation Date of such redemption.
How to Tender or Withdraw Tender of Your Notes
Noteholders who wish to tender or withdraw tenders of their
Notes in the 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
Notes (the “Intermediary”) and instructing their broker or
dealer to arrange for the transfer of their Notes through DTC’s
Automated Tender Offer Program (“ATOP”), subject to the
terms and procedures of that system, or following the other
procedures described below.
Because the Offer will expire at 11:59 p.m., New York City time,
on November 30, 2022 (unless extended or early terminated by the
Issuer) and the normal business hours of DTC’s ATOP system are from
9:00 a.m. to 5:00 p.m., New York City time, Noteholders who hold
their Notes through a custodian or other Intermediary and who
intend to tender their Notes on the Expiration Date should either
allow sufficient time for completion of the ATOP procedures before
5:00 p.m., New York City time, on the Expiration Date, or confirm
with their custodian or other Intermediary that such custodian or
other Intermediary will be able to process the tender of their
Notes between 5:00 p.m. and 11:59 p.m., New York City time, on the
Expiration Date.
If a Noteholder who holds its Notes through a custodian or other
Intermediary desires to tender or withdraw tender of its Notes
between 5:00 p.m. and 11:59 p.m., New York City time, on the
Expiration Date, but such Noteholder is unable to accomplish the
tender or withdrawal of tender of its Notes through its custodian
or other Intermediary through DTC’s ATOP system, such Noteholder
may directly contact the Dealer Manager via email prior to the
Expiration Deadline to tender its Notes or directly contact the
Dealer Manager or the Tender Agent via email prior to the
Expiration Deadline to withdraw tender of its Notes.
The Issuer intends to announce, inter alia, its decision whether
to accept valid tenders of Notes for purchase pursuant to the Offer
in an announcement following the Expiration Deadline.
Purchase Price
The Purchase Price per Note validly tendered in the Offer (and
not validly withdrawn) prior to the Expiration Deadline and
accepted for purchase will be an amount in U.S. dollars calculated
by the Dealer Manager in the manner described in the Statement and
will be payable on the Settlement Date, unless the Offer is
extended, re-opened or earlier terminated. The Purchase Price per
Note is equal to 102% of the Closing Indicative Note Value on the
Expiration Date, which reflects a Premium Payment of 2% of the
Closing Indicative Note Value on the Expiration Date.
Because the Closing Indicative Note Value is calculated based
on the closing level (the “Closing Index Level”) of the S&P
GSCI® Crude Oil Total Return Index (Bloomberg ticker: SPGSCLTR)
(the “Index”), if the Closing Index Level has declined as of the
Expiration Date, 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 Notes may trade at a substantial
premium to or discount from the Closing Indicative Note Value.
Accordingly, the Purchase Price may be lower than the trading price
of the Notes on the Expiration Date.
Unless the Offer is extended or early terminated by the Issuer,
the Purchase Price will be publicly announced by the Issuer by
press release and will be available at www.ipathetn.com/oilnf at or
prior to approximately 4:30 p.m., New York City time, on the
Expiration Date. In addition, on each Trading Day while the Offer
remains open, the indicative Purchase Price, as well as the Closing
Index Level and the Closing Indicative Note Value for that Trading
Day, will be published by 5:00 p.m., New York City time, at
www.ipathetn.com/oilnf. In the event that publication of the
Closing Index Level on any Trading Day is delayed, the Issuer will
publish such information as soon as practicable following the
publication of the Closing Index Level. The indicative Purchase
Price on any Trading Day will be equal to 102% of the Closing
Indicative Note Value on that Trading Day.
Expected Timetable of Events
The times and dates below are indicative only.
Time and Date
Event
October 28, 2022
Commencement of the Offer and Consent
Solicitation
Offer and Consent Solicitation
announced.
Statement available from the Dealer
Manager.
4:30 p.m. (New York City time) on November
30, 2022
Price Announcement Time
The Dealer Manager will calculate the
Purchase Price for the Notes, which is equal to 102% of the Closing
Indicative Note Value on November 30, 2022 in the manner described
under “Terms and Conditions of the Offer and Consent
Solicitation—Purchase Price” in the Statement.
Unless the Offer is extended or early
terminated by the Issuer, the Purchase Price will be publicly
announced by the Issuer by press release and will be available at
www.ipathetn.com/oilnf at or prior to approximately 4:30 p.m., New
York City time, on November 30, 2022.
11:59 p.m. (New York City time) on
November 30, 2022
Expiration Deadline
The deadline for Noteholders to validly
tender (and not validly withdraw) their Notes in order to
participate in the Offer and to be eligible to receive the Purchase
Price on the Settlement Date. 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.
Noteholders may validly withdraw tenders
of their Notes at any time prior to the Expiration Deadline, but
not thereafter. Noteholders who validly withdraw tenders of their
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 Notes and may not revoke consents without
withdrawing the previously tendered Notes to which such consents
relate.
Because the normal business hours of DTC’s
ATOP system are from 9:00 a.m. to 5:00 p.m., New York City time, a
Noteholder who desires to tender its Notes or withdraw tenders
between 5:00 p.m. and 11:59 p.m., New York City time, on the
Expiration Date should directly contact the Dealer Manager or, in
the case of a withdrawal only, the Tender Agent. See the sections
entitled “Procedures for Participating in the Offer” and “Amendment
and Termination—Revocation Rights” in the Statement.
Noteholders should carefully review the
specific procedures for tendering Notes in the Statement under the
section entitled “Procedures for Participating in the
Offer.”
December 1, 2022
Announcement of Result of Offer and
Consent Solicitation
The Issuer will announce its decision
whether to accept valid tenders of Notes for purchase pursuant to
the Offer (including, if applicable, the expected Settlement Date
for the Offer) and the results of the Offer and the Consent
Solicitation in accordance with the methods set out in the
Statement as provided in the section entitled “Terms and Conditions
of the Offer and Consent Solicitation.”
December 2, 2022
Settlement
Expected Settlement Date. Payment of the
Purchase Price in respect of the Offer.
Any Noteholder whose 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 Notes in the Offer. Such
Intermediaries may have deadlines for participating in the Offer
prior to the Expiration Deadline or other deadlines specified
above. Noteholders should carefully review the specific procedures
for tendering Notes in the Statement under the section entitled
“Procedures for Participating in the Offer.”
For Further Information
A complete description of the terms and conditions of the Offer
is set out in the Statement. Copies of 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 Tender Agent The Bank of New York Mellon 160 Queen
Victoria Street London EC4V 4LA United Kingdom Attn: 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 or the Tender
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 or the Tender
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 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 applicable prospectus supplement and pricing supplement.
You May Lose Some or All of Your Principal: The ETNs are
exposed to any change 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 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 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, if 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 commodity markets, 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: 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.
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.
Barclays Bank PLC has filed a registration statement (including
a base prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the base
prospectus for this offering in that registration statement and
other documents Barclays Bank PLC has filed with the SEC for more
complete information about Barclays Bank PLC and this offering. You
may get these documents for free by searching the SEC online
database (EDGAR) at www.sec.gov. Alternatively, you may obtain a
copy of the base prospectus from Barclays Bank PLC by calling
toll-free 1-888-227-2275 (extension 7-7990).
© 2022 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/20221028005243/en/
Press Contact: Ann Thielke +1 212 526 1472
Ann.Thielke@barclays.com
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