Barclays Announces an Update on Over-Issuance Under the Barclays Bank PLC U.S. Shelf
30 Setembro 2022 - 2:14PM
Business Wire
The U.S. Securities and Exchange Commission (“SEC”) has
announced the resolution of its investigation of Barclays PLC
(“BPLC”) and Barclays Bank PLC (“BBPLC”) relating to the
over-issuance of securities by BBPLC under certain of its U.S.
shelf registration statements. Pursuant to the terms of the
resolution and as reflected in BPLC’s and BBPLC’s H122 Results
Announcements, BPLC and BBPLC will pay a combined penalty of
U.S.$200 million, without admitting or denying the SEC’s findings.
The SEC has confirmed that BBPLC’s independent rescission offer to
noteholders satisfies its requirements for disgorgement and related
prejudgment interest.
Financial impact of the over-issuance
Further to the announcement on 15 September 2022 concerning the
expiration of the rescission offer, Barclays confirms that the net
cumulative attributable loss after tax in relation to the
over-issuance of securities in the U.S. is expected to remain
materially in line with the financial impact disclosed in BPLC’s
and BBPLC’s H122 Results. Further details will be provided as part
of BPLC’s Q322 Results Announcement to be published on or about 26
October 2022, including the extent to which changes in market
prices of affected securities have resulted in a reduction in costs
associated with the rescission offer, offset by a corresponding
reduction in income associated with hedging arrangements.
Review led by external counsel
The previously announced review of the facts and circumstances
relating to the over-issuance and the control environment related
to such issuances led by external counsel (“Review”) is now
complete. The over-issuance occurred because Barclays did not put
in place a mechanism to track issuances after BBPLC became subject
to a limit on issuance. Among the principal causes of the
over-issuance were, first, the failure to identify and escalate to
senior executives the consequences of the loss of well-known issuer
status and, secondly, a decentralised ownership structure for
securities issuances.
The Review further concluded that the occurrence of the
over-issuance was not the result of a general lack of attention to
controls by Barclays, and that Barclays’ management has
consistently emphasised the importance of maintaining effective
controls.
The Review’s findings will be used to consider individual
accountabilities in relation to this matter and may include
adjustments to remuneration, including to past variable
remuneration, the potential for disciplinary action and performance
management as appropriate.
Note: The BPLC and BBPLC H122 Results referred to above
include further disclosures in relation to the over-issuance of
securities.
About Barclays
Barclays is a British universal bank. We are diversified by
business, by different types of customer and client, and geography.
Our businesses include consumer banking and payments operations
around the world, as well as a top-tier, full service, global
corporate and investment bank, all of which are supported by our
service company which provides technology, operations and
functional services across the Barclays Group. For further
information about Barclays, please visit our website
home.barclays.
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 BPLC, BBPLC and the Group. Barclays
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 Barclays’ 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 Barclays’ future financial condition and
performance are identified in BPLC’s and BBPLC’s respective filings
with the SEC (including, without limitation, BPLC’s and BBPLC’s
respective Annual Report on Form 20-F for the financial year ended
31 December 2021, as amended, and Interim Results Announcement for
the six months ended 30 June 2022), which are available on the
SEC’s website at www.sec.gov.
Subject to Barclays’ 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220930005538/en/
For further information, please contact:
Investor Relations Chris Manners
+44 (0) 20 7773 2136
Media Relations Jon Tracey +44 (0)
20 7116 4755
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