TIDM96ES
RNS Number : 3932L
Barclays Bank PLC
19 April 2018
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
Barclays Bank Plc
(Incorporated with limited liability in England and Wales,
registered number 1026167)
(the "Issuer")
NOTICE OF MEETING
to all holders of the outstanding
GBP200,000,000 9 1/2 per cent. Subordinated Bonds due 2021
originally issued by Woolwich Building Society (ISIN: XS0068009637)
(the "Bonds")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
holders (the "Bondholders") convened by the Issuer will be held at
the offices of Clifford Chance LLP at 10 Upper Bank Street, London
E14 5JJ, United Kingdom on 11 May 2018 for the purpose of
considering and, if thought fit, passing the resolution set out
below in respect of the Proposal, which will be proposed as an
Extraordinary Resolution at the Meeting in accordance with the
fifth supplemental trust deed (further modifying and restating the
trust deed dated 28 August 1991, as previously modified and
restated) dated 7 August 1996 as supplemented, amended, restated
and modified from time to time (the "Trust Deed"), made between the
Issuer and The Law Debenture Trust Corporation p.l.c. (the
"Trustee") and constituting the Bonds. The Meeting will commence at
10.00 a.m. (London time).
The purpose of the Proposal is to align the status provisions in
the Conditions and the Trust Deed with those contained in the terms
and conditions of the Group's most recently issued Tier 2
Capital.
Bondholders are further given notice that the Issuer has invited
all Bondholders to consent to the Proposal by participating in the
Consent Solicitation, as defined in and as further described in the
Consent Solicitation Memorandum dated 19 April 2018 prepared by the
Issuer (the "Consent Solicitation Memorandum").
Unless the context otherwise requires, capitalised terms used
but not defined in this Notice shall have the meaning given in the
Trust Deed or the Extraordinary Resolution, as applicable.
TIMETABLE
The indicative timetable is summarised below:
Event Indicative Timetable
Announcement 19 April 2018
Early Consent Deadline 4.00 p.m. (London time)
on 2 May 2018
Consent Deadline 4.00 p.m. (London time)
on 8 May 2018
Final Voting Deadline 4.00 p.m. (London time)
on 8 May 2018
Meeting of Bondholders 10.00 a.m. (London time)
on 11 May 2018
Announcement of the As soon as reasonably practicable
results of the Meeting after the Meeting
Execution and delivery As soon as reasonably practicable
of Sixth Supplemental after the Meeting or the
Trust Deed adjourned Meeting, as the
case may be
Payment Date No later than the fifth
Business Day following the
date on which the Sixth
Supplemental Trust Deed
is executed and delivered
by the Issuer and the Trustee.
The above dates and times are subject to the right of the Issuer
to extend, re-open, amend and/or terminate the Consent Solicitation
(other than the terms of the Extraordinary Resolution) as described
in the Consent Solicitation Memorandum and the passing of the
Extraordinary Resolution. Accordingly, the actual timetable may
differ significantly from the timetable above.
EXTRAORDINARY RESOLUTION
"THAT this Meeting of the holders (together, the "Bondholders")
of the outstanding GBP200,000,000 9 1/2 per cent. Subordinated
Bonds due 2021 originally issued by Woolwich Building Society
(ISIN: XS0068009637) of Barclays Bank PLC (the "Issuer"),
constituted by a fifth supplemental trust deed (further modifying
and restating the trust deed dated 28 August 1991, as previously
modified and restated) dated 7 August 1996 as supplemented,
amended, restated and modified from time to time (the "Trust Deed")
made between the Issuer and The Law Debenture Trust Corporation
p.l.c. (the "Trustee"):
1. assents to and approves the Proposal (as defined in the
consent solicitation memorandum dated 19 April 2018 (the "Consent
Solicitation Memorandum")) and its implementation on and subject to
the condition set out in paragraph 5 of this Extraordinary
Resolution as follows:
-- The definition of "Senior Creditors" in Clause 1(A) of the
Trust Deed will be deleted and replaced with the following
definition:
""Senior Creditors" means creditors of the Issuer (i) who are
depositors and/or other unsubordinated creditors of such Issuer; or
(ii) who are subordinated creditors of such Issuer (whether in the
event of winding-up or administration of the Issuer or otherwise)
other than (x) those whose claims by law rank, or by their terms
are expressed to rank, pari passu with or junior to the claims of
the Bondholders and relevant Couponholders or (y) those whose
claims are in respect of Parity Obligations or Junior
Obligations."
-- The following additional definitions will be added in Clause
1(A) of the Trust Deed, each in the appropriate alphabetical
place:
""Junior Obligations" means the obligations of the Issuer (as
issuer or borrower, as the case may be) in respect of (a) the
following stocks, bonds, notes and loans: the Undated Floating Rate
Primary Capital Notes Series 1, the Undated Floating Rate Primary
Capital Notes Series 2, the Undated Floating Rate Primary Capital
Notes Series 3, the 7.7 per cent. Undated Subordinated Notes, the
8.25 per cent. Undated Subordinated Notes, the 7.125 per cent.
Undated Subordinated Notes, the 6.125 per cent. Undated
Subordinated Notes, the Junior Undated Floating Rate Notes, the
9.25 per cent. Perpetual Subordinated Bonds (ex-Woolwich plc), the
9 per cent. Permanent Interest Bearing Capital Bonds, the 5.03 per
cent. Reverse Dual Currency Undated Subordinated Loan, the 5 per
cent. Reverse Dual Currency Undated Subordinated Loan, the 6 per
cent. Callable Perpetual Core Tier One Notes, the 6.86 per cent.
Callable Perpetual Core Tier One Notes, the 6.3688 per cent.
Step-up Callable Perpetual Reserve Capital Instruments, the 14 per
cent. Step-up Callable Perpetual Reserve Capital Instruments, the
5.3304 per cent. Step- up Callable Perpetual Reserve Capital
Instruments, the 8.25 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 8.00 per cent.
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible
Securities, the 6.625 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 6.50 per cent.
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible
Securities, the GBP 7.875 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the US$ 7.875 per
cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 7.250 per cent. Fixed Rate Resetting
Perpetual Subordinated Contingent Convertible Securities and the
5.875 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Capital Securities for the time being outstanding and
(b) any other obligations of the Issuer which rank or are expressed
to rank pari passu with any of such obligations."
""Parity Obligations" means the obligations of the Issuer (as
issuer or borrower, as the case may be) in respect of (a) the
following stocks, bonds, notes and loans: (i) the Floating Rate
Subordinated Notes 2018, the Floating Rate Subordinated Notes 2019,
the 5.140 per cent. Lower Tier 2 Notes 2020, the Subordinated
Floating Rate Notes 2021, the 10 per cent. Fixed Rate Subordinated
Notes 2021, the 10.179 per cent. Fixed Rate Subordinated Notes
2021, the 6.00 per cent. Fixed Rate Subordinated Notes 2021, the
Subordinated Floating Rate Notes 2022, the 6.625 per cent. Fixed
Rate Subordinated Notes 2022, the 7.625 per cent. Contingent
Capital Notes 2022, the Subordinated Floating Rate Notes 2023, the
5.75 per cent. Fixed Rate Subordinated Notes 2026, the 5.20 per
cent. Fixed Rate Subordinated Notes 2026, the 6.33 per cent.
Subordinated Notes 2032 and the Subordinated Floating Rate Notes
2040 of the Issuer the 2.000 per cent. Fixed Rate Subordinated
Callable Notes 2028, the 4.836 per cent. Fixed Rate Subordinated
Notes 2028 and the 3.75 per cent. Fixed Rate Subordinated Callable
Notes 2030, and (ii) the 5.4 per cent. Reverse Dual Currency
Subordinated Loan 2027 to the Issuer, in each case for the time
being outstanding and (b) any other obligations of the Issuer which
rank or are expressed to rank pari passu with any of such
obligations."
-- the deletion of Clause 6 of the Principal Trust Deed and the
substitution therefor of the following new Clause 6:
6. (A) The Securities (and the Coupons relating thereto, if any)
constitute direct, unsecured and subordinated obligations of the
Issuer ranking pari passu without any preference among themselves
but subordinated as hereafter provided in this Clause 6.
(B) On a winding up or administration of the Issuer, the claims
(on behalf of the Holders but not the rights and claims of the
Trustee in its personal capacity under the Trust Deed) (including
any damages or other amounts (if payable)) (the "Securities
Claims") shall (i) be subordinated to the claims of all Senior
Creditors of the Issuer, (ii) rank at least pari passu with the
claims in respect of the Parity Obligations of the Issuer and the
claims of all other subordinated creditors of the Issuer which in
each case by law rank, or by their terms are expressed to rank,
pari passu with the Securities; and (iii) rank senior to the
Issuer's ordinary shares, preference shares and any junior
subordinated obligations (including the Junior Obligations of the
Issuer) or other securities of the Issuer which by law rank, or by
their terms are expressed to rank, junior to the Securities.
(C) The receipt of the liquidator for the time being of the
Issuer (the "Liquidator") for any moneys paid by the Trustee to him
pursuant to sub--clause (B) of this Clause shall be a good
discharge to the Trustee for the performance by the Trustee of the
relative trust mentioned in such Clause and the Trustee shall not
be bound to supervise or be in any way responsible for such
distribution.
(D) The Trustee shall be entitled and it is hereby authorised to
call for and to accept as conclusive evidence thereof a certificate
from the Liquidator as to:
(i) the amounts of the claims of all the other creditors
referred to in sub--clause (B) of this Clause; and
(ii) the persons entitled thereto and their respective entitlements.
(E) Subject to applicable law, the Securities Claims may not be
set off, or be the subject of a counterclaim, by the Holder against
or in respect of any of its obligations to the Issuer, the Trustee
or any other person and every Holder waives, and shall be treated
for all purposes as if it had waived, any right that it might
otherwise have to set--off, or to raise by way of counterclaim any
of its claims in respect of the Securities or related Coupons,
against or in respect of any of its obligations to the Issuer, the
Trustee or any other person. If, notwithstanding the preceding
sentence, any Holder receives or recovers any sum or the benefit of
any sum in respect of the Securities or related Coupon by virtue of
any such set--off or counterclaim, it shall hold the same on trust
for the Issuer and shall pay the amount thereof to the Issuer or,
in the event of the winding up of the Issuer, to the
Liquidator.
(F) In the event of the winding up or liquidation of the Issuer,
if any amount in respect of the Securities and Coupons is paid to
the Trustee or a Holder or Couponholder before the claims of the
Senior Creditors (except as aforesaid in sub--clause (B) of this
Clause) then such payment or distribution shall be held in trust by
the Trustee or the relevant Noteholder or Couponholder first for
application in payment or satisfaction of the costs, charges,
expenses and liabilities incurred by the Trustee in or about the
execution of the trusts of these presents in relation to the
relevant Notes and Coupons (including remuneration of the Trustee)
and secondly as to any balance for distribution amongst the Senior
Creditors of the Issuer (except as aforesaid in sub--clause (B) of
this Clause) in the winding up as if the Securities Claims had been
postponed as aforesaid in sub--clause (B) of this Clause and the
said trust, may be performed by the Trustee by repaying to the
Liquidator the amount so to be distributed on terms that the
Liquidator shall distribute the same accordingly and in that event
the Trustee shall not be bound to supervise such distribution and
shall receive for distribution amongst the relevant Holders and
Couponholders only such amounts (if any) as shall be available
after the claims of all such Senior Creditors of the Issuer (except
as aforesaid) shall have been satisfied in full.
(G) Nothing in this Clause 6 shall affect or prejudice the
payment of the costs, charges, expenses, liabilities or
remuneration of the Trustee or the rights and remedies of the
Trustee in respect thereof.
(H) For the avoidance of doubt, Securities may be redeemed only
in accordance with the provisions of Condition 4 (Redemption and
Purchase).
-- The deletion from the terms and conditions of the New Bonds
contained in the Offering Circular, the Fifth Supplemental Trust
Deed and appended on the back of any New Bond of Condition 2
(Status and Subordination) and the substitution therefor of the
following new Condition 2 (Status and Subordination):
"In the event of the winding-up or administration of the Issuer,
the claims of the Trustee (on behalf of the Bondholders and the
Couponholders but not the rights and claims of the Trustee in its
personal capacity under the Trust Deed) will (i) be subordinated
(in the manner provided in the Trust Deed) to the claims of all
Senior Creditors (ii) rank at least pari passu with the claims in
respect of Parity Obligations and with the claims of all other
subordinated creditors of the Issuer which in each case by law
rank, or by their terms are expressed to rank, pari passu with the
Bonds; and (iii) rank senior to the Issuer's ordinary shares,
preference shares and any junior subordinated obligations
(including the Junior Obligations) or other securities of the
Issuer which by law rank, or by their terms are expressed to rank,
junior to the Bonds.
Nothing in this Condition 2 (Status and Subordination) shall
affect or prejudice the payment of the costs, charges, expenses,
liabilities or remuneration of the Trustee or the rights and
remedies of the Trustee in respect thereof.
"Junior Obligations" means the obligations of the Issuer (as
issuer or borrower, as the case may be) in respect of (a) the
following stocks, bonds, notes and loans: the Undated Floating Rate
Primary Capital Notes Series 1, the Undated Floating Rate Primary
Capital Notes Series 2, the Undated Floating Rate Primary Capital
Notes Series 3, the 7.7 per cent. Undated Subordinated Notes, the
8.25 per cent. Undated Subordinated Notes, the 7.125 per cent.
Undated Subordinated Notes, the 6.125 per cent. Undated
Subordinated Notes, the Junior Undated Floating Rate Notes, the
9.25 per cent. Perpetual Subordinated Bonds (ex-Woolwich plc), the
9 per cent. Permanent Interest Bearing Capital Bonds, the 5.03 per
cent. Reverse Dual Currency Undated Subordinated Loan, the 5 per
cent. Reverse Dual Currency Undated Subordinated Loan, the 6 per
cent. Callable Perpetual Core Tier One Notes, the 6.86 per cent.
Callable Perpetual Core Tier One Notes, the 6.3688 per cent.
Step-up Callable Perpetual Reserve Capital Instruments, the 14 per
cent. Step-up Callable Perpetual Reserve Capital Instruments, the
5.3304 per cent. Step- up Callable Perpetual Reserve Capital
Instruments, the 8.25 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 8.00 per cent.
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible
Securities, the 6.625 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 6.50 per cent.
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible
Securities, the GBP 7.875 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the US$ 7.875 per
cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 7.250 per cent. Fixed Rate Resetting
Perpetual Subordinated Contingent Convertible Securities and the
5.875 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Capital Securities for the time being outstanding and
(b) any other obligations of the Issuer which rank or are expressed
to rank pari passu with any of such obligations.
"Parity Obligations" means the obligations of the Issuer (as
issuer or borrower, as the case may be) in respect of (a) the
following stocks, bonds, notes and loans: (i) the Floating Rate
Subordinated Notes 2018, the Floating Rate Subordinated Notes 2019,
the 5.140 per cent. Lower Tier 2 Notes 2020, the Subordinated
Floating Rate Notes 2021, the 10 per cent. Fixed Rate Subordinated
Notes 2021, the 10.179 per cent. Fixed Rate Subordinated Notes
2021, the 6.00 per cent. Fixed Rate Subordinated Notes 2021, the
Subordinated Floating Rate Notes 2022, the 6.625 per cent. Fixed
Rate Subordinated Notes 2022, the 7.625 per cent. Contingent
Capital Notes 2022, the Subordinated Floating Rate Notes 2023, the
5.75 per cent. Fixed Rate Subordinated Notes 2026, the 5.20 per
cent. Fixed Rate Subordinated Notes due 2026, the 6.33 per cent.
Subordinated Notes 2032 and the Subordinated Floating Rate Notes
2040 of the Issuer the 2.000 per cent. Fixed Rate Subordinated
Callable Notes 2028, the 4.836 per cent. Fixed Rate Subordinated
Notes 2028 and the 3.75 per cent. Fixed Rate Subordinated Callable
Notes 2030, and (ii) the 5.4 per cent. Reverse Dual Currency
Subordinated Loan 2027 to the Issuer, in each case for the time
being outstanding and (b) any other obligations of the Issuer which
rank or are expressed to rank pari passu with any of such
obligations.
"Senior Creditors" means creditors of the Issuer (i) who are
depositors and/or other unsubordinated creditors of such Issuer; or
(ii) who are subordinated creditors of such Issuer (whether in the
event of winding-up or administration of the Issuer or otherwise)
other than (x) those whose claims by law rank, or by their terms
are expressed to rank, pari passu with or junior to the claims of
the Bondholders and relevant Couponholders or (y) those whose
claims are in respect of Parity Obligations or Junior
Obligations.
Subject to applicable law, no Bondholder or Couponholder may
exercise, claim or plead any right of set-off, compensation or
retention in respect of any amount owed to it by the Issuer arising
under or in connection with the Bonds or the Coupons and each
Bondholder and Couponholder shall, by virtue of being the holder of
any Bond or coupon (as the case may be), be deemed to have waived
all such rights of set-off, compensation or retention."
2. sanctions and consents to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Bondholders appertaining to the Bonds against the Issuer, whether
or not such rights arise under the Trust Deed, involved in or
resulting from or to be effected by, the amendments referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
3. authorises, directs, requests and empowers the Trustee to:
(a) concur in the modifications referred to in paragraph 1 of
this Extraordinary Resolution and, in order to give effect to and
implement such modifications, on or shortly after the passing of
this Extraordinary Resolution and subject to the satisfaction of
the condition set out in paragraph 5 below, to execute a
supplemental trust deed (the "Sixth Supplemental Trust Deed") in
the form of the draft referred to in paragraph 1 of this
Extraordinary Resolution, with such amendments (if any) as may be
requested by the Issuer and approved by the Trustee and as
available for inspection by the Bondholders, in its sole and
absolute discretion, or required by the Trustee in accordance with
the provisions of the Trust Deed;
(b) concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient, in the sole and absolute discretion of the Trustee, to
carry out and give effect to this Extraordinary Resolution and the
implementation of the modifications referred to in paragraph 1 of
this Extraordinary Resolution;
4. discharges and exonerates the Trustee from all liability for
which it may have become or may become responsible or liable under
the Trust Deed or the Bonds in respect of any act or omission in
connection with the Proposal, its implementation or this
Extraordinary Resolution;
5. declares that the implementation of this Extraordinary
Resolution shall be in all respects conditional on the Issuer not
having previously terminated the Consent Solicitation in respect of
the Bonds in accordance with the provisions for such termination
set out in the Consent Solicitation Memorandum; and
6. acknowledges that the term "Consent Solicitation in respect
of the Bonds", as used in this Extraordinary Resolution, shall mean
the invitation by the Issuer to all Bondholders to consent to the
Proposal as described in the Consent Solicitation Memorandum and as
the same may be amended in accordance with its terms."
EARLY CONSENT FEE AND CONSENT FEE
The Issuer will pay to each Bondholder from whom a valid
Solicitation Instruction (as defined below) in favour of the
Extraordinary Resolution is received by the Tabulation Agent (A) by
the Early Consent Deadline of 4.00 p.m. (London time) on 2 May 2018
(the "Early Consent Deadline"), an amount equal to 0.20 per cent.
of the nominal amount of the Bonds (the "Early Consent Fee") or (B)
after the Early Consent Deadline but by the Consent Deadline of
4.00 p.m. (London time) on 8 May 2018 (the "Consent Deadline"), an
amount equal to 0.10 per cent. of the nominal amount of the Bonds
(the "Consent Fee"), subject to (i) such Solicitation Instruction
not being revoked (in the limited circumstances in which such
revocation is permitted), (ii) the Extraordinary Resolution being
duly passed and the Sixth Supplemental Trust Deed being executed
and delivered by the Issuer and the Trustee and (iii) the Issuer
not having previously terminated the Consent Solicitation in
accordance with the provisions for such termination set out in the
Consent Solicitation Memorandum, all as more fully described in the
Consent Solicitation Memorandum. Only Bondholders who deliver, or
arrange to have delivered on their behalf, valid Solicitation
Instructions in favour of the Extraordinary Resolution by the Early
Consent Deadline or Consent Deadline, (which are not subsequently
revoked, in the limited circumstances in which such revocation is
permitted) will be eligible to receive the Early Consent Fee or
Consent Fee, respectively. For the avoidance of doubt, the Early
Consent Fee and the Consent Fee are separate and not
cumulative.
It is a term of the Consent Solicitation that Solicitation
Instructions in favour of the Extraordinary Resolution shall be
irrevocable (save in certain limited circumstances described in the
Consent Solicitation Memorandum).
Bondholders who have not delivered or arranged for the delivery
of a Solicitation Instruction in favour of the Extraordinary
Resolution as provided above but who wish to attend and vote at the
Meeting in person or to make other arrangements to be represented
or to vote at such Meeting may do so in accordance with the voting
and quorum procedures set out in this Notice and the provisions for
meetings of Bondholders set out in the Third Schedule to the Trust
Deed. However, such Bondholders will not be eligible to receive any
Early Consent Fee or Consent Fee. Only Bondholders who deliver, or
arrange to have delivered on their behalf, valid Solicitation
Instructions in favour of the Extraordinary Resolution which are
received by the Tabulation Agent by the Early Consent Deadline or
Consent Deadline will be eligible to receive the Early Consent Fee
or Consent Fee, respectively.
GENERAL
Copies of (i) the Consent Solicitation Memorandum (ii) the
current draft of the Sixth Supplemental Trust Deed and (iii) the
Trust Deed are available in electronic and hard copy formats on
request from the Tabulation Agent, the details for which are set
out below. A Bondholder will be required to produce evidence
satisfactory to the Tabulation Agent as to his or her status as a
Bondholder before being sent a copy of the Consent Solicitation
Memorandum or the draft Sixth Supplemental Trust Deed.
Copies of (i) the Consent Solicitation Memorandum (ii) the
current draft of the Sixth Supplemental Trust Deed and (iii) the
Trust Deed are also available for collection or inspection by
Bondholders (a) on and from the date of this Notice up to and
including the date of the Meeting, at the specified offices of the
Principal Paying Agent during normal business hours on any week day
(Saturdays, Sundays and public holidays excepted) up to and
including the date of the Meeting and (b) at the Meeting and at the
offices of Clifford Chance LLP at 10 Upper Bank Street, London E14
5JJ, United Kingdom for 15 minutes before the Meeting. Any revised
version of the draft Sixth Supplemental Trust Deed made available
as described above and marked to indicate changes to the draft made
available on the date of this Notice will supersede the previous
draft of the Sixth Supplemental Trust Deed and Bondholders will be
deemed to have notice of any such changes.
The attention of Bondholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolution at the Meeting or any
meeting held following any adjournment of such Meeting, which are
set out in paragraph 3 of "Voting and Quorum" below. Having regard
to such requirements, Bondholders are strongly urged either to
attend the Meeting or to take steps to be represented at such
Meeting (including by way of submitting Solicitation Instructions
in favour of the Extraordinary Resolution) as soon as possible.
TRUSTEE
Neither the Trustee nor any of its directors, officers,
employees or affiliates has been involved in the formulation of the
Extraordinary Resolution and the Trustee expresses no opinion and
makes no representation as to the merits of the Extraordinary
Resolution, the Consent Solicitation or on whether Bondholders
would be acting in their best interests in participating in the
Consent Solicitation or otherwise voting in respect of the
Proposal, and nothing in this Notice should be construed as a
recommendation to Bondholders from the Trustee to vote in favour
of, or against, the Extraordinary Resolution or to participate in
the Consent Solicitation or otherwise vote in respect of the
Proposal. Bondholders should take their own independent financial
and legal advice on the merits and on the consequences of voting in
favour of, or against, an Extraordinary Resolution, including as to
any tax consequences. The Trustee has not reviewed, nor will it be
reviewing, any documents relating to the Consent Solicitation
and/or the Proposal, except this Notice and the Sixth Supplemental
Trust Deed. Neither the Trustee nor any of its directors, officers,
employees or affiliates has verified, or assumes any responsibility
for the accuracy or completeness of, any of the information
concerning the Consent Solicitation, the Proposal, the Issuer or
the factual statements contained in, or the effect or effectiveness
of, the Consent Solicitation Memorandum, this Notice or any other
documents referred to in the Consent Solicitation Memorandum or
this Notice or assumes any responsibility for any failure by the
Issuer to disclose events that may have occurred and may affect the
significance or accuracy of such information or the terms of any
amendment (if any) to the Consent Solicitation. On the basis of the
information set out in the Consent Solicitation Memorandum and this
Notice, the Trustee has, however, authorised it to be stated that
the Trustee has no objection to the Extraordinary Resolution being
put to Bondholders for their consideration.
VOTING AND QUORUM
Bondholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid
Solicitation Instruction in respect of the Extraordinary
Resolution, by which they will have given instructions for the
appointment of one or more representatives of the Tabulation Agent
by the Principal Paying Agent as their proxy to vote in respect of
the Extraordinary Resolution at the Meeting (or any adjourned such
Meeting), need take no further action to be represented at the
Meeting (or any adjourned such Meeting).
Bondholders who have not submitted or have submitted and
subsequently revoked (in the limited circumstances in which such
revocation is permitted) a Solicitation Instruction in respect of
the Extraordinary Resolution should take note of the provisions set
out below detailing how such Bondholders can attend or take steps
to be represented at the Meeting (references to which, for the
purpose of such provisions, include, unless the context otherwise
requires, any adjourned such Meeting).
1. Subject as set out below, the provisions governing the
convening and holding of the Meeting are set out in the Third
Schedule to the Trust Deed, copies of which are available from the
date of this Notice to the conclusion of the Meeting (or any
adjourned such Meeting) as referred to above. For the purposes of
the Meetings, a "Bondholder" means a Direct Participant (as defined
below).
2. All of the Bonds are represented by a global note held by a
common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking S.A. ("Clearstream, Luxembourg"). For the
purposes of this paragraph 2, a "Direct Participant" means each
person who is for the time being shown in the records of
Clearstream, Luxembourg and/or Euroclear as the holder of a
particular nominal amount of the relevant Bonds.
A Direct Participant or beneficial owner of Bonds wishing to
attend the Meeting in person must produce at such Meeting a valid
voting certificate or certificates issued by a Paying Agent
relating to the Bonds in respect of which it wishes to vote.
A Direct Participant or beneficial owner of Bonds not wishing to
attend and vote at the Meeting in person may either deliver its
valid voting certificate(s) to the person whom it wishes to attend
on its behalf or the Direct Participant may (or the beneficial
owner of such Bonds may arrange for the relevant Direct Participant
on its behalf to) give a voting instruction (by giving voting and
blocking instructions to Euroclear or Clearstream, Luxembourg (a
"Solicitation Instruction", as defined and more fully described in
the Consent Solicitation Memorandum)) instructing a Paying Agent to
appoint a proxy to attend and vote at the Meeting in accordance
with that Direct Participant's instructions.
A Direct Participant must request the relevant clearing system
to block the relevant Bonds in its account and to hold the same to
the order or under the control of the relevant Paying Agent not
later than 48 hours before the time appointed for holding the
Meeting in order to obtain voting certificates or give voting
instructions in respect of such Meeting. In the case of
Solicitation Instructions such blocking instructions are part of
the electronic instructions that must be given. Bonds so blocked
will not be released until the earlier of:
(i) the conclusion of the relevant Meeting (or, if applicable,
any adjourned such Meeting); and
(ii)
(A) in respect of voting certificate(s), the surrender to a Paying Agent of such voting certificate(s) and notification by the relevant Paying Agent to the relevant clearing system of such surrender or the compliance in such any other manner with the rules of the relevant clearing system relating to such surrender; or
(B) in respect of Solicitation Instructions, not less than 48
hours before the time for which the Meeting (or, if applicable, any
adjourned such Meeting) is convened, the notification in writing of
any revocation of a Direct Participant's previous instructions to
the relevant Paying Agent and the same then being notified in
writing by the relevant Paying Agent to the Issuer at least 24
hours before the time appointed for holding the Meeting and such
Bonds ceasing in accordance with the procedures of the relevant
clearing system and with the agreement of the relevant Paying Agent
to be held to its order or under its control.
For the purposes of this Notice:
"24 hours" means a period of 24 hours including all or part of a
day upon which banks are open for business in both the place where
the relevant Meeting is to be held and in each of the places where
the Paying Agents have their specified offices (disregarding for
this purpose the day on which such Meeting is to be held) and such
period shall be extended by one period or, to the extent necessary,
more periods of 24 hours until there is included as aforesaid all
or part of a day upon which banks are open for business as
aforesaid; and
"48 hours" means a period of 48 hours including all or part of
two days upon which banks are open for business both in the place
where the relevant Meeting is to be held and in each of the places
where the Paying Agents have their specified offices (disregarding
for this purpose the day on which such Meeting is to be held) and
such period shall be extended by one period or, to the extent
necessary, more periods of 24 hours until there is included as
aforesaid all or part of two days upon which banks are open for
business in all of the places as aforesaid.
It is a term of the Consent Solicitation that Solicitation
Instructions in favour of the Extraordinary Resolution shall be
irrevocable (including for any adjourned Meeting) save in certain
limited circumstances as provided in the Consent Solicitation
Memorandum.
Bondholders should note that Solicitation Instructions or voting
instructions otherwise given (unless validly revoked) shall remain
valid for any adjourned Meeting. Bondholders should note further
that the Early Consent Fee or Consent Fee, as applicable, is
payable only to those Bondholders who have delivered valid
Solicitation Instructions in favour of the Extraordinary Resolution
in accordance with the terms of the Consent Solicitation which have
been received by the Tabulation Agent by the Early Consent Deadline
or Consent Deadline, respectively (which are not subsequently
revoked, in the limited circumstances in which such revocation is
permitted) and only if the Extraordinary Resolution is duly passed
and the Sixth Supplemental Trust Deed is executed and delivered by
the Issuer and the Trustee.
3. The quorum required for the Meeting is one or more persons
present holding Bonds or voting certificates or being proxies and
holding or representing in the aggregate a clear majority in the
nominal amount of the Bonds for the time being outstanding. If a
quorum is not present within fifteen minutes from the time
appointed for the Meeting, such Meeting will be adjourned for a
period being not less than 14 days nor more than 42 days and to a
place determined by the Chairman (with the approval of the Trustee)
and the Extraordinary Resolution will be considered at such
adjourned Meeting (notice of which will be given to the
Bondholders). The quorum at such an adjourned Meeting will be one
or more persons present in person holding Bonds or holding voting
certificates or being proxies (whatever the nominal amount of the
Bonds for the time being outstanding so held or represented by such
persons). The holding of any adjourned Meeting will be subject to
the Issuer giving at least 10 days' notice (exclusive of the day on
which the notice is given and of the day on which the Meeting is to
be resumed) in accordance with the Conditions and the Trust Deed
that such adjourned Meeting is to be held.
4. Every question submitted to a Meeting shall be decided in the
first instance by a show of hands. Unless a poll is (before or on
the declaration of the result of the show of hands) demanded by the
Chairman or by one or more persons present holding one or more
Bonds and/or voting certificates and/or being proxies and being or
representing in the aggregate not less than one fiftieth of the
nominal amount of the Bonds for the time being outstanding, a
declaration by the Chairman that a resolution has been carried or
carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact,
without proof of the number or proportion of the votes recorded in
favour of, or against, the Extraordinary Resolution.
5. At the Meeting (a) on a show of hands, every person who is
present in person and produces a definitive bond or a voting
certificate or is a proxy shall have one vote and (b) on a poll,
every person who is so present shall have one vote in respect of
each GBP1.00 in nominal amount of the Bonds so represented by the
voting certificate or in respect of which that person is a
proxy.
6. To be passed, the Extraordinary Resolution requires a
majority in favour consisting of not less than three-fourths of the
votes cast. If passed, an Extraordinary Resolution shall be binding
on all Bondholders, whether or not at the Meeting and whether or
not voting.
This Notice is given by Barclays Bank PLC.
Bondholders should contact the following for further
information:
The Solicitation Agent
Barclays Bank PLC (in its capacity as Solicitation Agent), 5 The
North Colonnade, London E14 4BB, United Kingdom
(Attention: Liability Management Group, Telephone: +44 20 3134
8515, Email: eu.lm@barclays.com)
The Tabulation Agent
Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk,
London WC1H 8HA, United Kingdom
(Attention: Thomas Choquet, Telephone: +44 20 7704 0880, Email:
barclays@lucid-is.com)
The Principal Paying Agent
HSBC Bank plc, 8 Canada Square, London E14 5HQ, United
Kingdom
(Attention: The Senior Manager, CT Paying Agent, Corporate Trust
and Loan Agency, Telephone: +60 32173 2364 / +60 71608 53743,
Email: ctla.payingagency@hsbc.com / ctla.csm@hsbc.com)
Dated: 19 April 2018
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the Consent
Solicitation. If any Bondholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitation or the Proposal, it is recommended to seek its
own financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Bonds are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the Consent Solicitation or otherwise vote in respect of the
Proposal. None of the Issuer, the Solicitation Agent, the
Tabulation Agent, the Trustee or the Principal Paying Agent makes
any recommendation whether Noteholders should participate in the
Consent Solicitation or otherwise vote in respect of the
Proposal.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBVLLFVZFFBBB
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April 19, 2018 02:00 ET (06:00 GMT)
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