- BBPLC will make a rescission offer to eligible purchasers of
c.U.S.$17.6 billion of relevant securities issued in excess of
registered amounts
- BBPLC expects to commence the proposed rescission offer on 1
August 2022, and the offer will be open for a period of 30 U.S.
business days
- The expected key terms of the proposed rescission offer are
summarised in the Annex to this announcement
- The terms of the proposed rescission offer will be set forth in
a prospectus supplement to be filed with the U.S. Securities and
Exchange Commission (the “SEC”) upon commencement of the rescission
offer
Further to its announcements on 28 March 2022 and 23 May 2022,
BBPLC today makes the following announcement:
The Rescission Offer
BBPLC expects to offer to rescind the previous purchases of
c.U.S.$17.6 billion of certain affected securities that were issued
in excess of registered amounts under BBPLC’s U.S. shelf
registration statements. Such securities consist of c.U.S.$14.8
billion of structured notes and c.U.S.$2.8 billion of
exchange-traded notes.
The proposed rescission offer is expected to be made pursuant to
a prospectus supplement under BBPLC’s shelf registration statement
on Form F-3 filed with the SEC on 23 May 2022.
The terms of the proposed rescission offer, including a
description of the relevant affected securities, the eligibility
requirements for investors to accept the proposed rescission offer,
and the rescission offer proceeds that are expected to be paid to
eligible investors, will be set forth in the prospectus supplement.
A summary of the expected key terms of the proposed rescission
offer is included in the Annex to this announcement.
Securities subject to the Rescission Offer
A list of the CUSIPs of the relevant affected securities that
will be subject to the proposed rescission offer can be accessed at
https://communications.global.barclays/content/dam/communications-global-barclays/pdf/2022/06/ldnc047433a/Subject_Security_List.pdf.
Timing for the Commencement of the Rescission Offer
BBPLC expects to commence the proposed rescission offer on 1
August 2022. The proposed rescission offer will be open for a
period of 30 U.S. business days and expire at 5.00 p.m., Eastern
Daylight Time, on 12 September 2022.
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and Section 27A of the U.S. Securities Act of 1933, as
amended, with respect to BBPLC. BBPLC cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results or other financial condition or performance
measures could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements sometimes use words
such as ‘may’, ‘will’, ‘seek’, ‘continue’, ‘aim’, ‘anticipate’,
‘target’, ‘projected’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’,
‘goal’, ‘believe’, ‘achieve’ or other words of similar meaning.
These statements are based on the current beliefs and expectations
of BBPLC’s management and are subject to significant risks and
uncertainties. Actual outcomes may differ materially from those
expressed in the forward-looking statements. Factors that could
impact BBPLC’s future financial condition and performance are
identified in BBPLC’s filings with the SEC (including, without
limitation, BBPLC’s Annual Report on Form 20-F for the financial
year ended 31 December 2021, as amended, which is available on the
SEC’s website at www.sec.gov).
Subject to BBPLC’s obligations under the applicable laws and
regulations of any relevant jurisdiction, (including, without
limitation, the UK and the U.S.), in relation to disclosure and
ongoing information, we undertake no obligation to update publicly
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
BBPLC has filed a registration statement (including a base
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the base
prospectus for this offering in that registration statement and
other documents BBPLC has filed with the SEC for more complete
information about BBPLC and this offering. You may get these
documents for free by searching the SEC online database (EDGAR) at
www.sec.gov. Alternatively, you may obtain a copy of the base
prospectus from BBPLC by calling toll-free 1-888-227-2275
(extension 7-7990).
Annex Summary of Expected Key Terms
of the Proposed Rescission Offer
Set out below is a summary of the expected key terms of the
proposed rescission offer.
Entity to make the proposed rescission
offer
Barclays Bank PLC (“BBPLC”)
Securities to be subject to the
proposed rescission offer
Structured notes and exchange traded notes
to be listed and described in an appendix to the prospectus
supplement (the “Subject Securities” and each a “Subject Security”)
that were acquired by certain purchasers in a distribution from
BBPLC through an underwriter or other distributor in certain
transactions falling on or after the date on which the Subject
Securities were first offered to the public, but prior to and
excluding the date of the prospectus supplement (the “Relevant
Period”). A list of the Subject Securities can be found at
https://communications.global.barclays/content/dam/communications-global-barclays/pdf/2022/06/ldnc047433a/Subject_Security_List.pdf.
Anticipated timing of the proposed
rescission offer
BBPLC expects to commence the rescission
offer on 1 August 2022. The rescission offer will expire 30 U.S.
business days later at 5.00 p.m., Eastern Daylight Time, on 12
September 2022 (the “Expiration Date”).
Documentation of the proposed
rescission offer
The proposed rescission offer will be made
pursuant to a prospectus supplement under BBPLC’s 2022 shelf
registration statement on Form F-3 filed with the U.S. Securities
and Exchange Commission on 23 May 2022.
Persons eligible to participate in the
proposed rescission offer
To be eligible to participate in the
proposed rescission offer with respect to a given Subject Security,
persons will be required to make representations and warranties and
provide BBPLC with evidence to the following effects:
1. To be deemed an “Eligible Current
Investor”:
1.1. Such person purchased the relevant
Subject Security during the Relevant Period in a distribution from
BBPLC through an underwriter or other distributor;
1.2. Such person still holds as of the
date of the prospectus supplement, and will continue to hold
(unless and until tendered through The Depository Trust Company’s
Automated Tender Offer Program (“ATOP”) or repurchased by way of a
secondary market trade, in each case pursuant to the proposed
rescission offer) at the end of the proposed rescission offer
period, the relevant Subject Security, free and clear of any liens,
charges, claims, encumbrances, interests and restrictions of any
kind; and
1.3. The relevant Subject Security is not
a Redeeming Subject Security or Maturing Subject Security (as
defined below).
Eligible Current Investors are referred to
as “Initial Investors in Structured Notes” if they purchased a
Subject Security that is a structured note (“Structured Note”) on
its initial trade date, as indicated in the prospectus
supplement.
2. To be deemed an “Eligible Former
Investor”:
2.1. Such person purchased the relevant
Subject Security during the Relevant Period in a distribution from
BBPLC through an underwriter or other distributor; and
2.2. Either:
a) Such person no longer holds the
relevant Subject Security as of the date of the prospectus
supplement and such Subject Security has either been (i) redeemed
or matured at a loss, or (ii) sold at
a loss, in each case, provided that such investor continuously held
such relevant Subject Security until the time of redemption,
maturity or sale, as applicable; or
b) Such person still holds the relevant
Subject Security at the date of the prospectus supplement, and will
continue to hold it until it is redeemed or reaches its maturity,
in each case at a loss, on or before 5:00 p.m., Eastern Daylight
Time, on the Expiration Date (such Subject Securities that are
redeemed or will mature on or before 5:00 p.m., Eastern Daylight
Time, on the Expiration Date, the “Redeeming Subject Securities” or
“Maturing Subject Securities”, as applicable).
Eligible Current Investors and Eligible
Former Investors are collectively referred to as “Eligible
Investors.”
The following investors will not be considered Eligible Investors for purposes
of the proposed rescission offer in respect of Subject Securities
acquired pursuant to the following transactions: (i) holders who,
either to cover short positions or otherwise, borrowed Subject
Securities from us or our affiliates during the Relevant Period;
(ii) repurchase agreement counterparties who purchased Subject
Securities from us or our affiliates during the Relevant Period
pursuant to a repurchase agreement by which we assumed an
obligation to repurchase such Subject Securities at a later date;
(iii) dealers, underwriters or other distributors who purchased the
Subject Securities from us or our affiliates with a view to resell
such Subject Securities to the public, either in the open market or
in privately negotiated transactions, including in market-making
transactions; and (iv) holders of call options, put options or
other types of options to purchase, sell or otherwise indirectly
acquire or dispose of the Subject Securities or an indirect
interest therein.
Evidence of eligibility
BBPLC will accept the following
documentation as evidence of meeting the eligibility requirements
to participate in the proposed rescission offer:
1. For Eligible
Current Investors that are Initial Investors in Structured
Notes: If BBPLC’s records corroborate that such investor
purchased a Subject Security that is a Structured Note on its
initial trade date, as indicated in the prospectus supplement, the
investor’s ability to tender such Subject Security pursuant to the
terms of the prospectus supplement will be considered sufficient
evidence.
2. For Eligible
Current Investors that are not Initial Investors in Structured
Notes: Satisfactory evidence that such investor purchased
the Subject Security in a distribution from BBPLC through an
underwriter or other distributor during the Relevant Period, and
that such investor continues to hold the Subject Security as of the
date of the prospectus supplement, and will continue to hold it
(unless and until tendered by way of a secondary market trade
pursuant to the proposed rescission offer) until the end of the
proposed rescission offer period. For such purposes, BBPLC is
prepared to accept the following evidence:
a) Account statement(s) reflecting the
purchase and purchase price information of the relevant Subject
Security, and demonstrating the continued holding of such Subject
Security until the date of the prospectus supplement;
b) Receipt, transaction or trade
confirmation statement reflecting BBPLC, or an underwriter or other
distributor who purchased the Subject Security in a distribution
from BBPLC, as a principal seller of the relevant Subject Security,
and evidencing that such Subject Security was acquired during the
Relevant Period.
3. For Eligible
Former Investors: Satisfactory evidence that such investor
purchased the Subject Security in a distribution from BBPLC through
an underwriter or other distributor during the Relevant Period, and
that either (i) the Subject Security was subsequently sold,
redeemed or matured at a loss in a bona fide transaction; or (ii)
if such Subject Security is a Redeeming Subject Security or
Maturing Subject Security, its redemption or maturity on or before
5:00 p.m., Eastern Daylight Time, on the Expiration Date resulted
in a loss and that such investor continuously held such relevant
Subject Security until the time of redemption, maturity or sale, as
applicable. For such purposes, BBPLC is prepared to accept the
following evidence:
a) Account statement(s) reflecting the
purchase and purchase price information of the relevant Subject
Security, and the subsequent sale, redemption or maturity (and
sale, redemption or maturity price information) of such Subject
Security before the date of the prospectus supplement and the
continued holding of such Subject Security until the time of sale,
redemption or maturity, as applicable;
b) Receipt, transaction or trade
confirmation statement reflecting BBPLC, or an underwriter or other
distributor who purchased the Subject Security in a distribution
from BBPLC, as a principal seller of the Subject Security, and
evidencing that such Subject Security was acquired during the
Relevant Period;
c) Confirmation of the Subject Security
being sold, redeemed or matured, on such investor’s broker’s or
account manager’s official letterhead, detailing the sale,
redemption or maturity price;
d) Tax documents, such as IRS Form 1099-B,
evidencing the losses incurred on the subsequent sale, redemption
or maturity of the Subject Security prior to the date of the
prospectus supplement;
e) Daily trade logs reflecting the history
of the purchase and sale of the relevant Subject Security.
Further, by accepting the proposed
rescission offer, all Eligible Investors will be deemed to have
made certain representations, warranties and acknowledgments to,
and agreements with, BBPLC, as described in the prospectus
supplement.
Expected rescission offer
proceeds
Eligible Investors who validly accept the
proposed rescission offer are expected to receive the following
rescission offer proceeds:
1. For Eligible
Current Investors: upon the tender of the Subject Security
to BBPLC by accepting the proposed rescission offer, BBPLC will pay
such investor an amount equal to the purchase price such investor
paid for the Subject Security, plus interest from the first day of
the month following the date of purchase to, and including, the
last day of the month preceding the date that payment is made by
BBPLC, less the amount of any interest, coupon payments, principal
or other income received on such Subject Security.
2. For Eligible
Former Investors: BBPLC will pay such investor an amount
equal to the excess, if any, of the amount such investor paid for
the Subject Security over the proceeds from the subsequent sale,
redemption or maturity of such Subject Security, plus interest (1)
on the amount such investor originally paid for the Subject
Security from the first day of the month following the date of
purchase to, and including, the last day of the month preceding the
date of sale, redemption or maturity and (2) on the loss realized
from the sale, redemption or maturity of the Subject Security from
the first day of the month following the date of sale, redemption
or maturity to, and including, the last day of the month preceding
the date that payment is made by BBPLC, less the amount of any
interest, coupon payments, principal or other income received on
such Subject Security.
The indicative rescission offer proceeds
that are expected to be paid to Initial Investors in Structured
Notes will be included in an appendix to the prospectus supplement.
Such calculations are based on a number of assumptions and the
final amount of rescission offer proceeds received by Initial
Investors in Structured Notes may be different.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220725005468/en/
Investor Relations Chris Manners
+44 (0) 20 7773 2136
Media Relations Jon Tracey +44 (0)
20 7116 4755
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