TIDM96ES
RNS Number : 4207J
Barclays Bank PLC
21 December 2020
NOT FOR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT
December 21, 2020
BARCLAYS BANK PLC ANNOUNCES THE EARLY RESULTS OF ITS INVITATION
TO PURCHASE NOTES FOR CASH
Barclays Bank PLC (the "Issuer") announces today the early
results of its previously announced invitation to holders (the
"Noteholders") of its 7.625% Contingent Capital Notes due November
2022 (the "Notes") 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"). The Issuer also
announces that it is increasing the Maximum Principal Amount from
US$1,000,000,000 to US$1,500,000,000.
The Offer is being made on the terms and subject to the
conditions and restrictions set out in the tender offer memorandum
dated December 7, 2020 (the "Tender Offer Memorandum"). Capitalized
terms used in this announcement and not otherwise defined have the
meanings given to them in the Tender Offer Memorandum.
As at 5:00 p.m., New York City time, on December 18, 2020 (the
"Early Tender Date"), US$1,925,023,000 in aggregate principal
amount of the Notes was validly tendered and not validly withdrawn
(the "Principal Amount Tendered") pursuant to the Offer. Because
the Principal Amount Tendered was greater than the Maximum
Principal Amount, the Issuer has accepted such Notes for purchase
on a pro rata basis (as described in the Tender Offer
Memorandum).
The table below identifies the principal amount of Notes the
Issuer has accepted for purchase pursuant to the Offer and provides
details of the proration.
Aggregate
Description Principal Maximum Principal Principal Total
of the Amount Principal Amount Tendered Amount Accepted Proration Consideration
Notes CUSIP/ISIN Outstanding(1) Amount (2) (3) Factor (4)
------------ ------------- ----------------- ----------------- ----------------- ----------------- ---------- ---------------
7.625% 06740L8C2 US$3,000,000,000 US$1,500,000,000 US$1,925,023,000 US$1,500,000,000 75.614% US$1,125
Contingent /
Capital US06740L8C27
Notes due
November
2022
___________________
(1) As at the commencement of the Offer .
(2) As at the Early Tender Date, as reported by the Tender
Agent.
(3) Following adjustment to allow for the aggregate principal
amount of Notes accepted for purchase pursuant to the Offer, after
the rounding of valid tenders of Notes to the nearest US$1,000, to
equal the Maximum Tender Amount exactly and to provide that (i) no
Noteholder transfers Notes to the Issuer in a principal amount of
less than US$200,000 (being the minimum denomination of the Notes)
and (ii) no Notes in a principal amount of less than US$200,000 are
returned to a Noteholder, all as detailed further in the Tender
Offer Memorandum.
(4) Per US$1,000 principal amount of the Notes accepted for
purchase.
Payment for Notes validly tendered (and not validly withdrawn)
at or prior to the Early Tender Date and accepted for purchase by
the Issuer pursuant to the Offer will be made promptly on the Early
Settlement Date, which is expected to occur on December 22,
2020.
Noteholders whose Notes have been validly tendered and accepted
for purchase will be entitled to receive the Total Consideration
set forth in the table above under the heading "Total
Consideration" (the "Total Consideration") for each US$1,000
principal amount of the Notes accepted for purchase. The Issuer
will pay an amount in cash (the "Accrued Interest Payment")
(rounded to the nearest US$0.01 with US$0.005 being rounded
upwards) equal to the 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, the Early Settlement Date. The total
cash payment to purchase the accepted Notes on the Early Settlement
Date will be US$1,697,348,956.98, including the Total Consideration
and the Accrued Interest Payment.
In accordance with the terms of the Offer, the Withdrawal Date
was 5:00 p.m., New York City time, on December 18, 2020. As a
result, tendered Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law (as determined by the Issuer).
The Issuer has extended the Expiration Deadline by one Business
Day because December 24, 2020 has been designated as a holiday in
the United States.
The Offer is now scheduled to expire at 11:59 p.m., New York
City time, on January 6, 2021, and the Final Settlement Date is now
expected to occur on January 8, 2021. The Issuer does not expect to
accept for purchase any tenders of Notes after the Early Tender
Date because the Principal Amount Tendered as at the Early Tender
Date exceeded the Maximum Tender Amount.
Subject to applicable law and the terms and conditions of the
Tender Offer Memorandum, the Issuer may terminate the Offer, delay
acceptance of Notes tendered in the Offer, waive any or all of the
terms and conditions prior to the Expiration Deadline or amend the
terms of the Offer.
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/ .
* * *
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
RTEFLFVEFTLLFII
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December 21, 2020 10:45 ET (15:45 GMT)
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