TIDM12ZB
RNS Number : 7498H
Barclays Bank UK PLC
26 March 2020
BARCLAYS BANK UK PLC
(incorporated with limited liability in England and Wales
registered number 09740322)
(the Issuer)
NOTICE OF RESULTS OF MEETING
to the holders of those of the:
GBP1,250,000,000 Series 2018-1 Floating Rate Covered Bonds due
January 2023 (ISIN: XS1746306585)
(the Series 2018-1 Covered Bonds, and the holders thereof, the
Covered Bondholders) of the Issuer presently outstanding.
On 4 March 2020, the Issuer announced an invitation to Eligible
Covered Bondholders (as defined below) of the Series 2018-1 Covered
Bonds described in the table below to consent to certain amendments
to the terms of the Series 2018-1 Covered Bonds (the Consent
Solicitation). A meeting of the Series 2018-1 Covered Bondholders
(the Meeting) was held earlier today in connection with the Consent
Solicitation, and the Issuer now announces the results of the
Meeting.
The full terms and conditions of the Consent Solicitations were
contained in the consent solicitation memorandum dated 4 March 2020
(the Consent Solicitation Memorandum) prepared by the Issuer.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Details of the Covered ISIN Outstanding Principal Outcome of Meeting
Bonds Amount
GBP1,250,000,000 Series XS1746306585 GBP 1,250,000,000 Extraordinary
2018-1 Floating Rate Resolution Passed
Covered Bonds due 100% of total
January 2023 (the votes were cast
Series 2018-1 Covered by a quorum of
Bonds) Eligible Covered
Bondholders who
voted in favour
of the Extraordinary
Resolution
Meeting of the Series 2018-1 Covered Bondholders
The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN
to the Series 2018-1 Covered Bondholders that, at the Meeting in
respect of the Series 2018-1 Covered Bonds the Extraordinary
Resolution was duly passed and the Eligibility Condition was
satisfied, and accordingly the Amended and Restated Series 2018-1
Final Terms, the Amended and Restated Series 2018-1 Term Advance,
the Supplemental Trust Deed, the Supplemental Agency Agreement and
the Series 2018-1 Swap Amendment Agreement (the Amendment
Documents) relating to the Series 2018-1 Covered Bonds will be
executed on or about the 26 March 2020 (the Pricing Date) and the
amendments will be effective on and from 9 April 2020.
Summary of Modifications to the Conditions
Pursuant to the terms of the Extraordinary Resolution, the
Series 2018-1 Covered Bonds (the Modified Bonds) will be modified
so that, instead of the Interest Basis being LIBOR, the Interest
Basis will now be SONIA:
(a) The Rate of Interest for the Series 2018-1 Covered Bonds
from and including 9 April 2020 (with the first Interest
Amount based on such new Rate of Interest being paid on
the Interest Payment Date occurring on 9 July 2020) will
continue to be a floating rate and will be SONIA plus an
adjustment margin plus a spread as specified in the Amended
and Restated Series 2018-1 Final Terms (the Adjusted Margin).
For the avoidance of doubt, the Interest Amount being paid
on the Interest Payment Date occurring on 9 April 2020 will
be linked to LIBOR.
(b) The Adjusted Margin is the sum of 0.22 per cent. and the
LIBOR vs SONIA Interpolated Basis calculated on the Pricing
Date (0.20%) and the Adjusted Margin has been set at 0.42%.
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 with respect to the Consent Solicitation. If any Series
2018-1 Covered Bondholder is in any doubt as to the action it
should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. None of the Issuer, the LLP, the Bond Trustee,
the Security Trustee, the Principal Paying Agent, the Solicitation
Agent and the Tabulation Agent expresses any opinion about the
terms of the Consent Solicitation or the Extraordinary
Resolution.
SOLICITATION AND DISTRIBUTION RESTRICTIONS
United States
The Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitation are only for
distribution or to be made available to persons who are (i) located
and resident outside the United States, its territories and
possessions and who are not U.S. persons (as defined in Regulation
S under the Securities Act) or acting for the account or benefit of
any U.S. person, (ii) eligible counterparties or professional
clients (each as defined in MiFID II) and, if applicable and acting
on a non-discretionary basis, persons who are acting on behalf of a
beneficial owner that is also an eligible counterparty or a
professional client, in each case in respect of the Series 2018-1
Covered Bonds and (iii) otherwise persons to whom the Consent
Solicitation can be lawfully made and that may lawfully participate
in the Consent Solicitation (all such persons Eligible Covered
Bondholders).
Neither this Notice nor the Consent Solicitation Memorandum is
an offer of securities for sale in the United States, its
territories and possessions or to any U.S. person. Securities may
not be offered or sold in the United States absent registration or
an exemption from registration. The Series 2018-1 Covered Bonds and
the guarantee thereof, have not been, and will not be, registered
under the Securities Act, or the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold in the United States, its territories or possessions or to, or
for the account or benefit of, U.S. persons, unless an exemption
from the registration requirements of the Securities Act is
available.
For the purpose of the above paragraphs, United States means the
United States of America, its territories and possessions, any
state of the United States of America and the District of
Columbia.
General
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 and/or
the Consent Solicitation Memorandum comes are required to inform
themselves about, and to observe, any such restrictions.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or form part of, and should not be construed
as, an offer for sale or subscription of, or a solicitation of any
offer to buy or subscribe for, any securities of the Issuer or any
other entity. None of the Issuer, the Bond Trustee, the Security
Trustee, the Solicitation Agent, the Tabulation Agent, the
Principal Paying Agent and the LLP will incur any liability for its
own failure or the failure of any other person or persons to comply
with the provisions of any such restrictions.
Each Series 2018-1 Covered Bondholder is solely responsible for
making its own independent appraisal of all matters (including
those relating to the Consent Solicitation, the Series 2018-1
Covered Bonds, the Extraordinary Resolution and the Issuer) as such
Series 2018-1 Covered Bondholder deems appropriate. The Tabulation
Agent, the Solicitation Agent and the Principal Paying Agent are
the agents of the Issuer and owe no duty to any Series 2018-1
Covered Bondholder, and do not accept any responsibility for the
contents of this announcement.
This Notice is given by
BARCLAYS BANK UK PLC
Dated 26 March 2020
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.
END
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