TIDM96ES
RNS Number : 8303H
Barclays Bank PLC
07 December 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT
December 7, 2020
BARCLAYS BANK PLC ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR
CASH
Barclays Bank PLC (the "Issuer") has today launched an
invitation to holders (the "Noteholders") of the notes set out in
the table below (the "Notes") issued by the Issuer to tender the
Notes up to an aggregate principal amount of US$1,000,000,000 (the
"Maximum Principal Amount") for purchase by the Issuer for cash
(the "Offer"), subject to applicable offer and distribution
restrictions.
The Offer is being made on the terms and subject to the
conditions and restrictions set out in a tender offer memorandum
dated December 7, 2020 (the "Tender Offer Memorandum"). Capitalized
terms used and not otherwise defined in this announcement have the
meanings given to them in the Tender Offer Memorandum.
The Offer
Aggregate
Description Principal Maximum Early
of the Amount Principal Tender Tender Total
Notes CUSIP/ISIN Outstanding Amount Consideration(1) Payment(1) Consideration(1)
------------- ------------- ----------------- ----------------- ----------------- ------------ -----------------
7.625% 06740L8C2 US$3,000,000,000 US$1,000,000,000 US$1,075 US$50 US$1,125
Contingent /
Capital US06740L8C27
Notes
due November
2022
(1) Per US$1,000 principal amount of the Notes accepted for
purchase.
If the purchase of the Notes validly tendered in the Offer would
cause the Issuer to purchase an aggregate principal amount of Notes
in excess of the Maximum Principal Amount, the Issuer will prorate
the Notes accepted on the Early Settlement Date or on the Final
Settlement Date, as applicable, in accordance with the Acceptance
Priority Procedures, as described in the Tender Offer Memorandum.
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 the Offer, to increase the
Maximum Principal Amount and to amend or waive any of the terms and
conditions of the Offer in any manner, subject to applicable laws
and regulations.
Tenders of Notes for purchase must be made through the Clearing
Systems in accordance with the procedures set out in the Tender
Offer Memorandum. The Issuer intends to announce, inter alia, its
decision whether to accept valid tenders of Notes for purchase
pursuant to the Offer in an announcement following the Early Tender
Date and the Expiration Deadline.
Notes validly tendered may be withdrawn at any time prior to the
Withdrawal Date, but not thereafter.
Rationale for the Offer
The Offer is made as part of the Issuer's ongoing management of
its liabilities, providing the Noteholders with an opportunity to
have their Notes repurchased while maintaining a prudent approach
to the management of the Group's capital position. The Group will
continue to meet all of its capital requirements irrespective of
the outcome of the Offer. The Group intends to continue issuing
senior unsecured and subordinated liabilities in all major currency
markets. The Offer is not conditional upon any future capital
markets issuance.
Total Consideration, Tender Consideration and Accrued Interest
Payment
Subject to the Minimum Denomination, the Total Consideration for
each US$1,000 principal amount of the Notes validly tendered and
accepted for purchase by the Issuer pursuant to the Offer is set
forth in the table above under the heading "Total Consideration"
(the "Total Consideration"). The "Tender Consideration" is equal to
the Total Consideration minus an amount in cash equal to the amount
set forth in the table above under the heading "Early Tender
Payment" (the "Early Tender Payment"). The Issuer will pay accrued
and unpaid interest in respect of all Notes validly tendered and
delivered and accepted for purchase by the Issuer pursuant to the
Offer, from and including November 21, 2020 up to, but excluding,
such applicable Settlement Date. For the avoidance of doubt,
accrued and unpaid interest on the Notes will cease to accrue on
the Early Settlement Date or the Final Settlement Date, as
applicable, in respect of any Notes accepted for purchase in the
Offer.
Noteholders who validly tender and do not validly withdraw their
Notes on or prior to the Early Tender Date, will be eligible to
receive the Total Consideration. Noteholders who validly tender
their Notes after the Early Tender Date, but on or prior to the
Expiration Deadline, will be eligible to receive the Tender
Consideration.
Tender Offer Period
The Offer commences on December 7, 2020 and will end at 11:59
p.m. (New York City time), on January 5, 2021 (the "Expiration
Deadline"), unless extended by the Issuer, in which case
notification to that effect will be given by or on behalf of the
Issuer by the delivery of notices to the relevant Clearing Systems
for communication to Direct Participants and the issue of a press
release to the Notifying News Service and the Additional News
Service . Such press release will also be furnished to the SEC
under cover of Form 6-K on the date of the press release.
Noteholders wishing to participate in the Offer must deliver, or
arrange to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Early
Tender Date or the Expiration Deadline, as applicable.
Expected Timetable of Events
The times and dates below are indicative only. This timetable is
subject to change and dates and times may be extended or amended by
the Issuer in accordance with the terms of the Offer as described
in the Tender Offer Memorandum. Accordingly, the actual timetable
may differ significantly from the timetable below.
Time and Date Event
-------------------------- ------------------------------------------
December 7, 2020 Commencement of the Offer
Offer announced.
Tender Offer Memorandum available
from the Dealer Manager and the Tender
Agent.
5:00 p.m. (New York City Early Tender Date
time), Deadline for Noteholders to tender
on December 18, 2020 Notes pursuant to the Offer in order
to be eligible to receive the Total
Consideration and Accrued Interest
Payment. Each Noteholder that validly
tenders its Notes prior to the Early
Tender Date and does not validly
withdraw such Notes on or prior to
the Withdrawal Date will be eligible
to receive the Total Consideration
and Accrued Interest Payment .
5:00 p.m. (New York City Withdrawal Date
time), Noteholders may validly withdraw
on December 18, 2020 Notes validly tendered at any time
prior to the Withdrawal Date.
December 22, 2020 Early Settlement Date
If the Issuer elects to exercise
the Early Settlement Right, promptly
after the acceptance by the Issuer
for purchase of the Notes validly
tendered before the Early Tender
Date and not validly withdrawn on
or prior to the Withdrawal Date,
assuming that all conditions of the
Offer have been satisfied, or where
applicable, waived by the Issuer,
the Issuer expects the Early Settlement
Date to be on December 22, 2020,
unless the Early Tender Date is extended
by the Issuer in its sole discretion.
11:59 p.m. (New York City Expiration Deadline
time), Deadline for receipt by the Tender
on January 5, 2021 Agent of all Tender Instructions
in order for Noteholders to be able
to participate in the Offer and to
be eligible to receive the Tender
Consideration and any Accrued Interest
Payment on the Final Settlement Date.
January 7, 2021 Final Settlement Date
Expected Final Settlement Date. Payment
of the Tender Consideration and any
Accrued Interest in respect of all
Notes validly tendered on or prior
to the Expiration Deadline (or after
the Early Tender Date and on or prior
to the Expiration Deadline, if the
Issuer elects to exercise the Early
Settlement Right) and accepted for
purchase pursuant to the Offer.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which withdrawal is
permitted) withdraw their instruction to participate in, the Offer
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above. See " Procedures for Participating in the Offer " in the
Tender Offer Memorandum.
For Further Information
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. 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) 528-7581
US Toll Free Number: +1 (800) 438-3242
Attention: Liability Management Group
Email: us.lm@barclays.com
The Tender Agent
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
United States
Telephone: +1 (212) 430-3774
U.S. Toll Free Number: +1 (866) 470-4300
Fax: +1 (212) 430-3775
Attention: Corporation Actions
Email: contact@gbsc-usa.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent and at
https://www.gbsc-usa.com/barclays/ .
This announcement is released by Barclays Bank PLC and contains
information that qualified as inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Offer described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Gregor
McMillan, Managing Director, Barclays International Treasury on
behalf of Barclays Bank PLC.
* * *
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Offer. 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 the Offer. 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 the Offer.
General
Neither this announcement, the Tender Offer Memorandum 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 Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where securities,
blue sky or other laws require the Offer 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
Offer shall be deemed to be made by the Dealer Manager or such
affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction.
In addition, each Noteholder participating in the Offer will be
deemed to give certain representations in respect of the other
jurisdictions referred to below and generally as set out in
"Procedures for Participating in the Offer" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Noteholder that is unable to make these representations will
not be accepted.
Each of the Issuer, the Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved, by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order")) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
This announcement, Tender Offer Memorandum and any other
document or material relating to the Offer have only been and shall
only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129. This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have not been and will not be submitted for clearance
to nor approved by the Autorité des marchés financiers.
Italy
Neither the Offer, the Tender Offer Memorandum, this
announcement nor any other documents or materials relating to the
Offer has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article 101--bis,
paragraph 3--bis of Legislative Decree No. 58 of 24 February 1998,
as amended (the "Financial Services Act") and article 35--bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.
Noteholders, or beneficial owners of the Notes located in Italy
can tender some or all of their Notes pursuant to the Offer through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each Intermediary must comply with the applicable laws and
regulations concerning information duties vis--à--vis its clients
in connection with the Notes or the Offer .
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END
TENFLFFDFLLDIII
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December 07, 2020 12:52 ET (17:52 GMT)
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