Barclays Bank PLC (the “Issuer”) announced today that it
has extended the expiration deadline of its previously announced
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 solicitation of consents
(the “Consent Solicitation”) from holders of the Notes (the
“Noteholders”) to amend certain provisions of the Notes,
subject to applicable offer and distribution restrictions set out
in the Amended and Restated Offer to Purchase and Consent
Solicitation Statement dated December 1, 2022 (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
(as defined in the Statement) under the Consent Solicitation.
The Offer and Consent Solicitation were previously scheduled to
expire at 11:59 p.m., New York City time, on November 30, 2022 and
will instead expire at 11:59 p.m., New York City time, on
January 3, 2023 (the “Expiration Deadline”), 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.
In addition, the purchase price of the Notes, which originally
reflected a 2% premium, has been increased to reflect a 3% premium
to the Closing Indicative Note Value of the Notes (the “Premium
Payment”) on January 3, 2023 (the “Expiration Date”). 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Noteholder has already validly tendered and not withdrawn its Notes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, which is eligible for the new 3% premium to the
Closing Indicative Note Value of the Notes on the Expiration Date.
The Purchase Price is payable on January 5, 2023, the “Settlement
Date,” unless the Offer is further extended or early terminated by
the Issuer. As of 11:59 p.m., New York City time, on November 30,
2022, Noteholders have validly tendered 98,990 Notes, representing
27.27% of the outstanding Notes as of such 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 103% of the Closing
Indicative Note Value on that Trading Day.
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.
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.
© 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/20221201005678/en/
Ann Thielke +1 212 526 1472 Ann.Thielke@barclays.com
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