Barclays Bank PLC (the “Issuer”) announced today that
information pertaining to an Offer to Purchase and Consent
Solicitation Statement in draft form (the “Draft Statement”)
was erroneously disseminated by an unaffiliated third party
regularly involved in the tender offer process. The Draft Statement
described potential cash tender offers (each, an “Offer”) to
purchase any and all of its outstanding exchange-traded notes (the
“Notes” or the “ETNs”) of the twenty-four separate
series listed in Tables 1 and 2 below (each, a “Series”) and
the solicitation of consents (each, a “Consent
Solicitation”) from holders of the Notes (the
“Noteholders”) to the Proposed Amendment (as defined below)
with respect to each Series.
The Issuer has not yet made a final decision on whether to
proceed with any or all of the proposed Offers and Consent
Solicitations. In addition, the Issuer has not finalized any terms
of any Offer or Consent Solicitation, including any pricing terms,
the commencement date or any other date in connection with any
Offer or Consent Solicitation. In the event that the Issuer
determines to proceed with any Offer or Consent Solicitation, a
further announcement will be made. Such determination and
announcement may be later than the commencement date set forth in
the Draft Statement. The actual terms of any Offer or Consent
Solicitation may differ, perhaps materially, from the terms set
forth in the Draft Statement.
Terms of the Proposed Offers and Consent Solicitations Set
Forth in the Draft Statement
The Draft Statement provided that, for each Series included in
Table 1 below (each, a “Fixed Price Series”), the purchase
price per Note validly tendered in the Offer with respect to that
Series (and not validly withdrawn) prior to the Expiration Deadline
and accepted for purchase (the “Purchase Price”) would be
the specified dollar amount set forth in Table 1. In the event
that the Issuer determines to proceed with any Offer or Consent
Solicitation, the actual Purchase Price for each Series may differ,
perhaps materially, from the Purchase Price set forth in the Draft
Statement. In addition, in the event that the Issuer determines to
proceed with any Offer or Consent Solicitation, the Purchase Price
of a Series described in the Draft Statement as a Fixed Price
Series may be a formula price or may be determined in a manner
different from the formula price described in the Draft
Statement.
Table 1
Title of Note
Bloomberg
Ticker
CUSIP / ISIN
Purchase Price per Note Set
Forth in Draft Statement
iPath® GEMS Asia 8 ETN
AYTEF
06738G878 /
US06738G8785
$40.00
iPath® CBOE S&P 500 BuyWrite IndexSM
ETN
BWVTF
06739F135 /
GB00B1WL1590
$94.00
iPath® Bloomberg Livestock Subindex Total
ReturnSM ETN
COWTF
06739H743 /
US06739H7439
$20.00
iPath® EUR/USD Exchange Rate ETN
EROTF
06739F184 /
GB00B1WPBD95
$40.00
iPath® GBP/USD Exchange Rate ETN
GBBEF
06739F176 /
GB00B1WPB621
$35.00
iPath® Optimized Currency Carry ETN
ICITF
06739H412 /
US06739H4121
$44.00
iPath® GEMS IndexTM ETN
JEMTF
06739H453 /
US06739H4535
$20.00
iPath® Bloomberg Energy Subindex Total
ReturnSM ETN
JJETF
06739H750 /
US06739H7504
$8.00
iPath® Bloomberg Nickel Subindex Total
ReturnSM ETN
JJNTF
06739F119 /
US06739F1194
$24.00
iPath® Bloomberg Precious Metals Subindex
Total ReturnSM ETN
JJPFF
06739H248 /
US06739H2489
$84.00
iPath® Bloomberg Softs Subindex Total
ReturnSM ETN
JJSSF
06739H230 /
US06739H2307
$48.00
iPath® Bloomberg Aluminum Subindex Total
ReturnSM ETN
JJUFF
06739H321 /
US06739H3214
$19.00
iPath® JPY/USD Exchange Rate ETN
JYNFF
06739G851 /
GB00B1WPB282
$38.00
iPath® Asian & Gulf Currency
Revaluation ETN
PGDDF
06739H420 /
US06739H4204
$50.00
iPath® Bloomberg Platinum Subindex Total
ReturnSM ETN
PGMFF
06739H255 /
US06739H2554
$19.00
The Draft Statement provided that, for each Series included in
Table 2 below (each, a “Formula Price Series”), the Purchase
Price per Note would reflect a specified premium to the closing
indicative note value of that Series on February 21, 2024 (the
“Expiration Date”). Such premium is expressed in Table 2
below as a percentage of the applicable closing indicative note
value for each Formula Price Series (the “Formula Premium
Percentage”). The Purchase Price per Note for each Formula
Price Series would be equal to the product of (i) the closing
indicative note value of that Series on the Expiration Date and
(ii) the sum of one plus the applicable Formula Premium Percentage.
In the event that the Issuer determines to proceed with any
Offer or Consent Solicitation, the actual Formula Premium
Percentage for each Series may differ, perhaps materially, from the
Formula Premium Percentage set forth in the Draft Statement. In
addition, in the event that the Issuer determines to proceed with
any Offer or Consent Solicitation, the Purchase Price of a Series
described in the Draft Statement as a Formula Price Series may be a
fixed price or may be determined in a manner different from that
described in the Draft Statement.
Table 2
Title of Note
Bloomberg
Ticker
CUSIP / ISIN
Formula Premium Percentage Set
Forth in Draft Statement
iPath® Bloomberg Cotton Subindex Total
ReturnSM ETN
BALTF
06739H271 /
US06739H2711
3%
iPath® Global Carbon ETN
GRNTF
06739H164 /
US06739H1648
3%
iPath® Bloomberg Agriculture Subindex
Total ReturnSM ETN
JJATF
06739H206 /
US06739H2067
3%
iPath® Bloomberg Copper Subindex Total
ReturnSM ETN
JJCTF
06739F101 /
US06739F1012
3%
iPath® Bloomberg Grains Subindex Total
ReturnSM ETN
JJGTF
06739H305 /
US06739H3057
3%
iPath® Bloomberg Industrial Metals
Subindex Total ReturnSM ETN
JJMTF
06738G407 /
US06738G4073
3%
iPath® Bloomberg Coffee Subindex Total
ReturnSM ETN
JJOFF
06739H297 /
US06739H2976
3%
iPath® Bloomberg Tin Subindex Total
ReturnSM ETN
JJTFF
06739H198 /
US06739H1986
3%
iPath® Bloomberg Sugar Subindex Total
ReturnSM ETN
SGGFF
06739H214 /
US06739H2141
3%
The Draft Statement provided that, if the Noteholders of a
majority in aggregate principal amount of the Notes of a Series
have validly tendered (and have not validly withdrawn) their Notes
of that Series as of the Expiration Deadline, the related indenture
(the “Indenture”) and the global certificate(s) with respect
to that Series (each a “Global Certificate”) would 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 of that Series on the
Redemption Date for a cash payment per Note equal to the applicable
closing indicative note value on the valuation date (the
“Valuation Date”) specified by the Issuer in the redemption
notice. The Draft Statement provided that the “Redemption
Date” would be the fifth Business Day after the Valuation Date.
The amendment described in this paragraph with respect to each
Series is referred to as the “Proposed Amendment”. In the
event that the Issuer determines to proceed with any Offer or
Consent Solicitation, the actual Proposed Amendment may differ,
perhaps materially, from the Proposed Amendment set forth in the
Draft Statement.
Timetable of Events Set Forth in the Draft Statement
The Draft Statement provided the following indicative times and
dates for the Offers and Consent Solicitations.
Time and Date
Event
November 14, 2023
Commencement of the Offers and Consent
Solicitations
According to the Draft Statement, Offers
and Consent Solicitations were to be announced and commenced on
November 14, 2023. In the event that the Issuer determines to
proceed with any Offer or Consent Solicitation, the actual
announcement and commencement of any Offers or Consent
Solicitations may occur later than November 14, 2023.
4:30 p.m. (New York City time) on February
21, 2024
Formula Price Announcement Time
According to the Draft Statement, for each
Formula Price Series, the Dealer Manager was to calculate the
Purchase Price per Note on February 21, 2024. In the event that
the Issuer determines to proceed with any Offer, the actual formula
price announcement time of any Offer will be provided when such
Offer is announced.
11:59 p.m. (New York City time) on
February 21, 2024
Expiration Deadline
According to the Draft Statement, the
deadline for Noteholders to validly tender (and not validly
withdraw) their Notes in order to participate in an Offer and to be
eligible to receive the applicable Purchase Price on the Settlement
Date was to be 11:59 p.m. (New York City time) on February 21,
2024. In the event that the Issuer determines to proceed with
any Offer or Consent Solicitation, the actual expiration deadline
will be provided when such Offer and Consent Solicitation are
announced.
February 22, 2024
Announcement of Results of Offers and
Consent Solicitations
According to the Draft Statement, the
Issuer was to announce its decision whether to accept valid tenders
of Notes of any Series for purchase pursuant to the Offers
(including, if applicable, the expected Settlement Date for the
applicable Offers) and the results of the Offers and the Consent
Solicitations on February 22, 2024. In the event that the Issuer
determines to proceed with any Offer or Consent Solicitation, the
date of the actual announcement of results will be provided when
such Offer and Consent Solicitation are announced.
February 28, 2024
Settlement
According to the Draft Statement, the
expected Settlement Date was to be February 28, 2024. In the
event that the Issuer determines to proceed with any Offer, the
actual Settlement Date of any Offer will be provided when such
Offer is announced.
DISCLAIMER
No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement. Neither this announcement
and the Draft 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 Offers
will not be accepted from Noteholders).
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 or
exchange rate, as applicable (the “index”) between the
inception date and the applicable valuation date. Additionally, if
the level of the 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 level of such index has increased or decreased, as the
case may be. 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: The ETNs
are not listed on any securities exchange. A trading market for the
ETNs may not develop and the liquidity of the ETNs may be
limited.
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.
© 2023 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/20231110847683/en/
Press Contact: Ann Thielke +1 212 526 1472
Ann.Thielke@barclays.com
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