TIDMBARC
RNS Number : 8978I
Barclays PLC
16 December 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS " (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT ")).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS 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 PLC
(Incorporated with limited liability in England and Wales,
registered number 00048839)
(the "Issuer")
to all holders of certain securities outstanding as set out in
the table under the heading "The Securities" below
(each a "Series" and, together, the "Securities")
On 23 November 2020, the Issuer announced an invitation to
Holders of each respective Series of Securities to consent to the
approval by Extraordinary Resolution at the relevant Meeting, of
the modifications referred to in the relevant Extraordinary
Resolution set out in the Notice of the Meeting previously notified
to Holders in accordance with the terms of the relevant Trust Deed.
The Extraordinary Resolution for each Series relates to the
relevant Proposal to make certain amendments to the method of
calculating any interest payable in respect of such Series due to
the expected discontinuation of LIBOR, as further described in the
consent solicitation memorandum dated 23 November 2020 (the
"Consent Solicitation Memorandum").
The Issuer has today given a Notice of Separate Holder Adjourned
Meetings in respect of the Securities following the adjournment of
each separate Meeting held on 16 December 2020 due to lack of
quorum in respect of the USD 7.875% AT1 Securities, the Sterling
7.250% AT1 Securities and the Sterling 5.875% AT1 Securities and
the Eligibility Condition not being satisfied in respect of the
Sterling 7.875% AT1 Securities.
In light of the ongoing developments in relation to the
Coronavirus (COVID-19), and current guidance issued by the UK
Government, it may become impossible or inadvisable to hold each
relevant adjourned Meeting at a physical location. Accordingly, in
accordance with the provisions of the relevant Trust Deed, the
Issuer has requested that the Trustee prescribe appropriate
regulations regarding the holding of the relevant adjourned Meeting
via teleconference. Each separate adjourned Meeting convened by the
Issuer will be held by teleconference platform on the dates set out
in this announcement. The Issuer will take appropriate steps to
ensure that only those who would otherwise be entitled to attend
and vote at a physical meeting will be entitled to attend the
teleconference.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
THE SECURITIES
ISIN Description Outstanding principal amount Outcome of the Meeting
------------- --------------------------------------------- ----------------------------- -------------------------
XS1274156097 GBP1,000,000,000 7.875 per cent. Fixed Rate GBP1,000,000,000 Adjourned Meeting
Resetting Perpetual Subordinated Contingent
Convertible
Securities (Callable 2022 and Every Five
Years Thereafter) (the "Sterling 7.875% AT1
Securities
")
XS1481041587 U.S.$1,500,000,000 7.875 per cent. Fixed U.S.$1,500,000,000 Adjourned Meeting
Rate Resetting Perpetual Subordinated
Contingent
Convertible Securities (Callable 2022 and
Every Five Years Thereafter) (the "USD
7.875% AT1
Securities ")
XS1571333811 GBP1,250,000,000 7.250 per cent. Fixed Rate GBP1,250,000,000 Adjourned Meeting
Resetting Perpetual Subordinated Contingent
Convertible
Securities (Callable 2023 and Every Five
Years Thereafter) (the "Sterling 7.250% AT1
Securities
")
XS1658012023 GBP1,250,000,000 5.875 per cent. Fixed Rate GBP1,250,000,000 Adjourned Meeting
Resetting Perpetual Subordinated Contingent
Convertible
Securities (Callable 2024 and Every Five
Years Thereafter) (the "Sterling 5.875% AT1
Securities
")
(The Sterling 7.875% AT1 Securities, the Sterling 7.250% AT1 Securities and the Sterling 5.875%
AT1 Securities, together, the "Sterling AT1 Securities")
1. NOTICE OF THE ADJOURNED MEETINGS IN RESPECT OF THE SECURITIES
The Notice of Separate Holder Adjourned Meetings will be
available for viewing at the following website:
http://www.rns-pdf.londonstockexchange.com/rns/8978I_1-2020-12-16.pdf
2. SUMMARY OF ADJOURNED MEETING PROCEDURES
Instructions submitted prior to the time and date of this
announcement and in accordance with the Consent Solicitation
Memorandum shall remain effective. Any Holder may elect to revoke
any Consent Instruction or Ineligible Holder Instructions (as
applicable) previously submitted in respect of the relevant Consent
Solicitation provided such revocation is validly made and received
by the Tabulation Agent and the Registrar on or prior to the
relevant Adjourned Expiration Deadline (as defined below).
No consent fee will be payable in connection with the Consent
Solicitations.
3. INDICATIVE TIMETABLE FOR THE ADJOURNED MEETINGS
Set out below is an indicative timetable showing one possible
outcome for the timing of the Adjourned Meetings and Consent
Solicitations, which will depend, among other things, on timely
receipt (and non--revocation) of instructions, the rights of the
Issuer (where applicable) to extend, waive any condition of, amend
and/or terminate any Consent Solicitations (other than the terms of
the relevant Extraordinary Resolution) as described in the Consent
Solicitation Memorandum and the passing of each Extraordinary
Resolution at the adjourned Meeting for the relevant Series.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date/Time Action
----------------------- ------------------------------------------------------------------
16 December Notice of Adjourned Meetings
2020 1. Notice of the adjourned Meetings to be delivered
(At least 10 to the Clearing Systems.
clear days before Notice of the adjourned Meetings released
the adjourned through the regulatory news service of the
Meetings) London Stock Exchange.
Notice of the adjourned Meetings released
through the official notices service of the
SIX Swiss Exchange in relation to the adjourned
meetings in respect of the Securities.
Electronic copies of the Consent Solicitation
Memorandum to be available from the Tabulation
Agent and electronic copies of the Holder
Information (as defined in the Notice of
Separate Holder Adjourned Meetings) to be
available upon request from the Principal
Paying Agent.
From this date, Holders (who have not previously
made the relevant arrangements in connection
with the initial Meeting) may arrange for
Securities held by Euroclear and/or Clearstream,
Luxembourg in their accounts to be blocked
in such accounts and held to the order and
under the control of the Registrar in order
to obtain a form of proxy (or a document
to that effect) or give valid Consent Instructions
or Ineligible Holder Instructions, to the
Tabulation Agent.
Sterling AT1 Securities Adjourned Expiration
Deadline
By 5.00 p.m. 2. Final time by which Holders of any Sterling
(London time) AT1 Securities have arranged for:
(6.00 p.m. CET) (i) obtaining a form of proxy (or a document
on 24 December to that effect) from the Registrar in order
2020 to attend (via teleconference) and vote at
(the "Sterling the relevant adjourned Meeting; or
AT1 Securities (ii) receipt by the Tabulation Agent of valid
Adjourned Expiration Consent Instructions or Ineligible Holder
Deadline") Instructions in accordance with the procedures
(48 hours before of Euroclear and/or Clearstream, Luxembourg.
the adjourned Consent Instructions or Ineligible Holder
Meeting exclusive Instructions (as applicable) received by
of the day on the Tabulation Agent after the Sterling AT1
which the adjourned Securities Adjourned Expiration Deadline
Meeting is held) will not count towards the voting at the
relevant adjourned Meeting and the Tabulation
Agent shall not be appointed as proxy for
such Holders to attend the relevant adjourned
Meeting and to vote in respect of the Extraordinary
Resolution in respect of the relevant Sterling
AT1 Securities.
This will also be the deadline for making
any other arrangements to attend (via teleconference)
or be represented or to vote at the relevant
adjourned Meeting.
3. Final time by which Holders of any Sterling
AT1 Securities have given notice to the Tabulation
Agent (via the relevant Clearing Systems)
of any intended revocation of, or amendment
to, Consent Instructions or Ineligible Holder
Instructions previously given by them.
From 10.00 a.m. Holders' Adjourned Meetings Held in respect
(London time) 4. of the Sterling AT1 Securities
(11.00 a.m. The adjourned Meeting in respect of:
CET) on 31 December
2020
(i) Sterling 7.875% AT1 Securities will commence
at 10.00 a.m. (London time) (11.00 a.m. CET);
(ii) Sterling 7.250% AT1 Securities will
commence at 10.15 a.m. (London time) (11.15
a.m. CET) or after the completion of the
Sterling 7.875% AT1 Securities Meeting (whichever
is later); and
(iii) Sterling 5.875% AT1 Securities will
commence at 10.30 a.m. (London time) (11.30
a.m. CET) or after the completion of the
Sterling 7.250% AT1 Securities Meeting (whichever
is later).
USD 7.875% AT1 Securities Adjourned Expiration
Deadline
By 5.00 p.m. 5. Final time by which Holders of the USD 7.875%
(London time) AT1 Securities have arranged for:
(6.00 p.m. CET) (i) obtaining a form of proxy (or a document
on 12 January to that effect) from the Registrar in order
2021 to attend (via teleconference) and vote at
(the "USD 7.875% the relevant adjourned Meeting; or
AT1 Securities (ii) receipt by the Tabulation Agent of valid
Adjourned Expiration Consent Instructions or Ineligible Holder
Deadline" and Instructions in accordance with the procedures
together with of Euroclear and/or Clearstream, Luxembourg.
the Sterling 6. Consent Instructions or Ineligible Holder
AT1 Securities Instructions (as applicable) received by
Adjourned Expiration the Tabulation Agent after the USD 7.875%
Deadline, each, AT1 Securities Adjourned Expiration Deadline
an "Adjourned will not count towards the voting at the
Expiration Deadline") USD 7.875% AT1 Securities adjourned Meeting
(48 hours before and the Tabulation Agent shall not be appointed
the adjourned as proxy for such Holders to attend the adjourned
Meeting exclusive Meeting and to vote in respect of the Extraordinary
of the day on Resolution in respect of the USD 7.875% AT1
which the adjourned Securities.
Meeting is held) This will also be the deadline for making
any other arrangements to attend (via teleconference)
or be represented or to vote at the USD 7.875%
AT1 Securities adjourned Meeting.
Final time by which Holders of any USD 7.875%
AT1 Securities have given notice to the Tabulation
Agent (via the relevant Clearing Systems)
of any intended revocation of, or amendment
to, Consent Instructions or Ineligible Holder
Instructions previously given by them.
At 12.00 p.m. Holders' Adjourned Meeting Held in respect
(London time) 7. of the USD 7.875% AT1 Securities
(1.00 p.m. CET) The adjourned Meeting in respect of the USD
on 15 January 7.875% AT1 Securities will commence at 12.00
2021 p.m. (London time) (1.00 p.m. CET).
If the relevant Extraordinary Resolution is passed at the relevant
adjourned Meetings:
Announcement of results of adjourned Meetings
As soon as reasonably 8. Announcement of (i) the results of the adjourned
practicable Meetings and (ii) if the relevant Extraordinary
after the relevant Resolution is passed, satisfaction (or not)
adjourned Meetings of the Eligibility Condition released on
the regulatory news service of the London
Stock Exchange.
Delivery of notice of (i) the results of
the adjourned Meetings and (ii) if the relevant
Extraordinary Resolution is passed, satisfaction
(or not) of the Eligibility Condition to
the Clearing Systems for communication to
their account holders.
Announcement of (i) the results of the adjourned
Meetings and (ii) if the relevant Extraordinary
Resolution is passed, satisfaction (or not)
of the Eligibility Condition released on
the official notices service of the SIX Swiss
Exchange.
Effective Date 9. If the relevant Extraordinary Resolution
is passed at the relevant adjourned Meeting
and the Eligibility Condition is satisfied,
the relevant Supplemental Trust Deed will
be executed by the Issuer and the Trustee
and the modifications to the Conditions of
the relevant Series described in the Consent
Solicitation Memorandum will be implemented
with effect from on or around 31 December
2020 (in respect of each of the Sterling
AT1 Securities) and on or around 15 January
2021 (in respect of the USD 7.875% AT1 Securities),
each being the Effective Date applicable
to such Securities.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Securities when such
intermediary would need to receive instructions from a Holders in
order for that Holders to be able to participate in, or revoke
their instruction to participate in, the relevant Consent
Solicitation before the deadlines specified above. The deadlines
set by any such intermediary and each Clearing System for the
submission and revocation of Consent Instructions or Ineligible
Holder Instructions (as applicable) may be earlier than the
relevant deadlines specified above.
DOCUMENTS AVAILABLE FOR INSPECTION
Electronic copies of (i) the Consent Solicitation Memorandum,
(ii) the Notice of the Adjourned Meetings, (iii) the current drafts
of each Supplemental Trust Deed and (iv) any other ancillary
documents being provided pursuant to the relevant Proposal are
available for inspection by Holders, upon request from the
Principal Paying Agent and the Tabulation Agent during normal
business hours on any week day (public holidays excepted) up to and
including the date of the relevant adjourned Meeting, provided
that, in each case a Holder will be required to produce evidence
satisfactory to the Principal Paying Agent or the Tabulation Agent
(as applicable) as to his or her status as a Holder before being
provided with copies of the Holder Information.
Further information relating to the Consent Solicitations can be
obtained directly from the Solicitation Agent or the Tabulation
Agent:
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: Arlind Bytyqi / Jacek Kusion, Telephone: +44 20 7704
0880, Email: barclays@lucid-is.com )
The Principal Paying Agent
The Bank of New York Mellon, London Branch, One Canada Square,
London E14 5AL, United Kingdom
(Attention: Conventional Debt Team 1, Email:
corpsov1@bnymellon.com )
The Registrar
The Bank of New York Mellon SA/NV, Luxembourg Branch, 2-4 Rue
Eugène Ruppert, 2453 Luxembourg
(Attention: CT Corporate Admin, Email: LUXMB_SPS@bnymellon.com
)
This Notice is given by:
BARCLAYS PLC
Dated 16 December 2020
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 any Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitations or the relevant Extraordinary Resolution, 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. None of the Issuer, the
Solicitation Agent, the Tabulation Agent, the Trustee, the
Registrar or the Principal Paying Agent expresses any opinion about
the terms of the Consent Solicitation or the Extraordinary
Resolution. Any individual or company whose Securities 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 relevant Consent Solicitation or otherwise
vote in respect of the relevant Extraordinary Resolution. None of
the Issuer, the Solicitation Agent, the Tabulation Agent, the
Trustee, the Registrar or the Principal Paying Agent makes any
recommendation whether Holders should participate in the relevant
Consent Solicitation or otherwise vote in respect of the relevant
Extraordinary Resolution.
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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCUNRNRRUUUAAA
(END) Dow Jones Newswires
December 16, 2020 13:26 ET (18:26 GMT)
Barclays (LSE:BARC)
Gráfica de Acción Histórica
De Feb 2024 a Mar 2024
Barclays (LSE:BARC)
Gráfica de Acción Histórica
De Mar 2023 a Mar 2024