Barclays Bank PLC (the “Issuer”) announced today that it
has commenced 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, subject to applicable offer and
distribution restrictions. Noteholders who validly tender (and do
not validly withdraw) their Notes of any Series will be deemed to
have consented to the Proposed Amendment with respect to that
Series under the applicable Consent Solicitation.
Key Terms of the Offers and Consent Solicitations
Each Offer and Consent Solicitation is being made on the terms
and subject to the conditions and restrictions set out in the Offer
to Purchase and Consent Solicitation Statement dated December 7,
2023 (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 Offers and Consent Solicitations commence on December 7,
2023 and will expire at 11:59 p.m., New York City time, on March 6,
2024 (the “Expiration Deadline”), unless the Offer with
respect to any Series is 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.
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the Offer with respect to that Series (and not validly withdrawn)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”) will be the specified dollar amount set
forth in Table 1. The specified Purchase Price per Note for each
Fixed Price Series reflects a premium to the Closing Indicative
Note Value of that Series on December 6, 2023.
Title of Note
Bloomberg Ticker
CUSIP / ISIN
Purchase Price per
Note
Closing Indicative Note Value
on December 6, 2023
iPath® GEMS Asia 8 ETN
AYTEF
06738G878 / US06738G8785
$40.00
$36.8565
iPath® CBOE S&P 500 BuyWrite IndexSM
ETN
BWVTF
06739F135 / GB00B1WL1590
$99.00
$95.6833
iPath® Bloomberg Livestock Subindex Total
ReturnSM ETN
COWTF
06739H743 / US06739H7439
$18.00
$17.4116
iPath® EUR/USD Exchange Rate ETN
EROTF
06739F184 / GB00B1WPBD95
$40.00
$37.6435
iPath® GBP/USD Exchange Rate ETN
GBBEF
06739F176 / GB00B1WPB621
$36.00
$34.286
iPath® Global Carbon ETN
GRNTF
06739H164 / US06739H1648
$99.00
$95.046
iPath® Optimized Currency Carry ETN
ICITF
06739H412 / US06739H4121
$44.00
$41.4737
iPath® GEMS IndexTM ETN
JEMTF
06739H453 / US06739H4535
$19.00
$17.7471
iPath® Bloomberg Agriculture Subindex
Total ReturnSM ETN
JJATF
06739H206 / US06739H2067
$48.00
$45.6976
iPath® Bloomberg Copper Subindex Total
ReturnSM ETN
JJCTF
06739F101 / US06739F1012
$43.00
$41.7227
iPath® Bloomberg Energy Subindex Total
ReturnSM ETN
JJETF
06739H750 / US06739H7504
$5.50
$5.1024
iPath® Bloomberg Grains Subindex Total
ReturnSM ETN
JJGTF
06739H305 / US06739H3057
$35.50
$34.1439
iPath® Bloomberg Industrial Metals
Subindex Total ReturnSM ETN
JJMTF
06738G407 / US06738G4073
$33.00
$31.7908
iPath® Bloomberg Nickel Subindex Total
ReturnSM ETN
JJNTF
06739F119 / US06739F1194
$20.00
$19.379
iPath® Bloomberg Precious Metals Subindex
Total ReturnSM ETN
JJPFF
06739H248 / US06739H2489
$86.00
$82.8636
iPath® Bloomberg Softs Subindex Total
ReturnSM ETN
JJSSF
06739H230 / US06739H2307
$46.00
$44.1658
iPath® Bloomberg Aluminum Subindex Total
ReturnSM ETN
JJUFF
06739H321 / US06739H3214
$17.00
$16.2158
iPath® JPY/USD Exchange Rate ETN
JYNFF
06739G851 / GB00B1WPB282
$38.00
$36.0961
iPath® Asian & Gulf Currency
Revaluation ETN
PGDDF
06739H420 / US06739H4204
$50.00
$47.9129
iPath® Bloomberg Platinum Subindex Total
ReturnSM ETN
PGMFF
06739H255 / US06739H2554
$18.00
$17.3606
For each Series included in Table 2 below (each, a “Formula
Price Series”), the Purchase Price per Note will reflect a
specified premium to the Closing Indicative Note Value of that
Series on March 6, 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 will 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.
Title of Note
Bloomberg Ticker
CUSIP / ISIN
Formula Premium
Percentage
Closing Indicative Note Value
on December 6, 2023
iPath® Bloomberg Cotton Subindex Total
ReturnSM ETN
BALTF
06739H271 / US06739H2711
3%
$64.078
iPath® Bloomberg Coffee Subindex Total
ReturnSM ETN
JJOFF
06739H297 / US06739H2976
3%
$17.0311
iPath® Bloomberg Tin Subindex Total
ReturnSM ETN
JJTFF
06739H198 / US06739H1986
3%
$76.7471
iPath® Bloomberg Sugar Subindex Total
ReturnSM ETN
SGGFF
06739H214 / US06739H2141
3%
$47.8796
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 any Offer or
Consent Solicitation and to amend or waive any of the terms and
conditions of any Offer or Consent Solicitation in any manner,
subject to applicable laws and regulations. Subject to applicable
law, the Offer and Consent Solicitation for each Series is being
made independently of the Offer and Consent Solicitation for each
other Series, and we reserve the right, subject to applicable law,
to extend, withdraw, terminate or amend the Offer and Consent
Solicitation for any Series without also extending, withdrawing,
terminating or amending any other Offer or Consent
Solicitation.
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”) 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 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 “Redemption Date” will
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”.
Notes purchased by the Issuer pursuant to an Offer will be
immediately cancelled. Notes that have not been validly tendered
and/or accepted for purchase pursuant to an Offer will remain
outstanding after the Settlement Date, subject to the Issuer’s
right to redeem the outstanding Notes of a Series if the Proposed
Amendment becomes effective with respect to that Series. After the
Proposed Amendment becomes effective with respect to a Series, the
Notes of that Series that are not tendered, or that are not
accepted for payment pursuant to the relevant Offer, will be
subject to the amended terms of the Indenture and the applicable
Global Certificate(s). If the Consent Threshold is satisfied
with respect to a Series, the Issuer currently intends to
effectuate the Proposed Amendment with respect to that Series
promptly after the Expiration Date and redeem all outstanding Notes
of that Series at any time after the Proposed Amendment becomes
effective. The payment upon redemption to Noteholders for a Series
may be greater than or less than the Purchase Price for that Series
pursuant to the relevant Offer but will not include any premium or
any amount in excess of the applicable 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 an 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 with respect to each Series will expire at
11:59 p.m., New York City time, on March 6, 2024 (unless extended
or early terminated by the Issuer) and DTC’s ATOP system is not
available after 6:00 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
6:00 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 6:00 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 6:00 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 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 of any Series for purchase
pursuant to the Offers in an announcement following the Expiration
Deadline.
Purchase Price
For each 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 will be
an amount in U.S. dollars and will be payable on the Settlement
Date, unless the Offer with respect to that Series is extended,
re-opened or earlier terminated.
For each Fixed Price Series, the Purchase Price per Note is a
specified dollar amount set forth in Table 1 above that reflects a
premium to the Closing Indicative Note Value of that Series on
December 6, 2023. Because the Closing Indicative Note Value for
each Fixed Price Series is calculated based on the applicable
Closing Index Level, if the applicable Closing Index Level has
increased as of the Expiration Date, the Purchase Price of that
Series may be significantly less than the Closing Indicative Note
Value on the Expiration Date. In addition, the Notes of any Fixed
Price Series may trade at a substantial premium to or discount from
the applicable Closing Indicative Note Value. Accordingly, the
Purchase Price for any Fixed Price Series may be lower than the
trading price of the Notes of that Series on the Expiration Date.
If on or prior to the Expiration Date, the applicable Closing Index
Level with respect to any Fixed Price Series has increased or
decreased from its level on December 6, 2023, the Issuer may amend
the Offer and Consent Solicitation with respect to that Series,
including by increasing or decreasing the Purchase Price of that
Series, or in its sole and absolute discretion, to extend, withdraw
or terminate such Offer or Consent Solicitation.
For each Formula Price Series, the Purchase Price per Note will
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 as specified in Table 2
above. Because the Closing Indicative Note Value for each
Formula Price Series is calculated based on the applicable Closing
Index Level, if the applicable Closing Index Level has declined as
of the Expiration Date, the Purchase Price of that Series may be
significantly less than it would otherwise have been had that
Purchase Price been determined at a time prior to such decline or
after the applicable Closing Index Level has recovered. In
addition, the Notes of any Formula Price Series may trade at a
substantial premium to or discount from the applicable Closing
Indicative Note Value. Accordingly, the Purchase Price for any
Formula Price Series may be lower than the trading price of the
Notes of that Series on the Expiration Date.
The Purchase Price with respect to each Formula Price Series
(other than any Series that is the subject of an Offer that is
extended or early terminated by the Issuer) will be publicly
announced by the Issuer by press release and will be available at
http://ipathetn.barclays/static/tenderoffers.app at or prior to
approximately 4:30 p.m., New York City time, on the Expiration
Date. In addition, on each Trading Day while an Offer remains open,
the indicative Purchase Price for the relevant Series, as well as
the Closing Index Level and the Closing Indicative Note Value for
that Trading Day for the relevant Series, will be published for
that Series by 5:00 p.m., New York City time, at
http://ipathetn.barclays/static/tenderoffers.app. In the event that
publication of the Closing Index Level for any Series on any
Trading Day is delayed, the Issuer will publish such information as
soon as practicable following the publication of that Closing Index
Level. The indicative Purchase Price for a Formula Price Series on
any Trading Day for that Series will be equal to a percentage of
the Closing Indicative Note Value for that Series on that Trading
Day, as specified in Table 2 above.
Expected Timetable of Events
The times and dates below are indicative only.
Time and Date
Event
December 7, 2023
Commencement of the Offers and Consent
Solicitations
Offers and Consent Solicitations
announced.
The Purchase Price per Note of each Fixed
Price Series is set.
Statement available from the Dealer
Manager.
4:30 p.m. (New York City time) on March 6,
2024
Formula Price Announcement Time
For each Formula Price Series, the Dealer
Manager will calculate the Purchase Price per Note, which will be
equal to the product of (i) the Closing Indicative Note Value of
that Series on March 6, 2024 and (ii) the sum of one plus the
applicable Formula Premium Percentage as specified in Table 2
above. See “Terms and Conditions of the Offers and Consent
Solicitations—Purchase Price” in the Statement.
The Purchase Price with respect to each
Formula Price Series (other than any Series that is the subject of
an Offer that is extended or early terminated by the Issuer) will
be publicly announced by the Issuer by press release and will be
available at http://ipathetn.barclays/static/tenderoffers.app at or
prior to approximately 4:30 p.m., New York City time, on March 6,
2024.
11:59 p.m. (New York City time) on March
6, 2024
Expiration Deadline
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. Noteholders who
validly tender (and do not validly withdraw) their Notes of any
Series will be deemed to have consented to the Proposed Amendment
with respect to that Series under the applicable Consent
Solicitation.
Noteholders who validly withdraw tenders
of their Notes of any Series will be deemed to have withdrawn their
consents to the Proposed Amendment with respect to that Series
under the applicable Consent Solicitation. Noteholders may not
consent to the Proposed Amendment with respect to a Series in a
Consent Solicitation without tendering Notes of that Series and may
not revoke such consent without withdrawing the previously tendered
Notes to which such consents relate.
A Noteholder who desires to tender its
Notes or withdraw tenders between 6:00 p.m. and 11:59 p.m., New
York City time, on the Expiration Date should directly contact the
Dealer Manager. See the sections entitled “Procedures for
Participating in an 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 an Offer.”
March 7, 2024
Announcement of Results of Offers and
Consent Solicitations
The Issuer will 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 in accordance with the methods
set out in the Statement as provided in the section entitled “Terms
and Conditions of the Offers and Consent Solicitations.”
Subject to applicable law, the Offer and
Consent Solicitation for each Series is being made independently of
the Offer and Consent Solicitation for each other Series, and we
reserve the right, subject to applicable law, to extend, withdraw,
terminate or amend the Offer and Consent Solicitation for any
Series without also extending, withdrawing, terminating or amending
any other Offer or Consent Solicitation.
March 13, 2024
Settlement
Expected Settlement Date. Payment of the
applicable Purchase Price in respect of the Offers.
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 an Offer. Such
Intermediaries may have deadlines for participating in the Offers
prior to the Expiration Deadline. Noteholders should carefully
review the specific procedures for tendering Notes in the Statement
under the section entitled “Procedures for Participating in an
Offer.”
For Further Information
A complete description of the terms and conditions of the Offers
is set out in the Statement. Copies of the Statement are available
at http://ipathetn.barclays/static/tenderoffers.app. 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 Telephone: +44 1202 689644 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 Offers and Consent Solicitations. 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 an 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 any 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 Offers will not be accepted from
Noteholders) in any circumstances in which such Offer or
solicitation is unlawful. In those jurisdictions where the Notes,
blue sky or other laws require the Offers 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
Offers 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 Offers or Consent Solicitations. In
addition, each Noteholder participating in an 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 an
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 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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231207723575/en/
Press Contact: Ann Thielke +1 212 526 1472
Ann.Thielke@barclays.com
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