Barclays Bank PLC (the “Issuer”) announced today that it has commenced a cash tender offer (the “Offer”) to purchase any and all of its iPath® S&P GSCI® Crude Oil Total Return Index ETNs due August 14, 2036 (CUSIP: 06738C760/ISIN: US06738C7609) (the “Notes” or the “ETNs”) and a solicitation of consents (the “Consent Solicitation”) from holders of the Notes (the “Noteholders”) to the Proposed Amendment (as defined below), subject to applicable offer and distribution restrictions. Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation.

Key Terms of the Offer and Consent Solicitation

The Offer and Consent Solicitation are being made on the terms and subject to the conditions and restrictions set out in the Offer to Purchase and Consent Solicitation Statement dated October 28, 2022 (as amended or supplemented from time to time, the “Statement”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Statement.

The Offer and Consent Solicitation commence on October 28, 2022 and will expire at 11:59 p.m., New York City time, on November 30, 2022 (the “Expiration Deadline”), unless extended or early terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer in accordance with the methods set out in the Statement.

The purchase price per Note validly tendered in the Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase (the “Purchase Price”) will be equal to 102% of the Closing Indicative Note Value on November 30, 2022 (the “Expiration Date”), which reflects a 2% premium to the Closing Indicative Note Value on the Expiration Date (the “Premium Payment”).

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 and Consent Solicitation and to amend or waive any of the terms and conditions of the Offer and Consent Solicitation in any manner, subject to applicable laws and regulations.

If the Noteholders of a majority in aggregate principal amount of the Notes have validly tendered (and have not validly withdrawn) their Notes as of the Expiration Deadline, the related indenture (the “Indenture”) and the global certificate with respect to the Notes (the “Global Certificate”) will be amended promptly following the Expiration Date to provide the Issuer with the right to redeem, in its sole discretion, all, but not less than all, of the outstanding Notes on the Redemption Date for a cash payment per Note equal to the Closing Indicative Note Value on the valuation date (the “Valuation Date”) specified by the Issuer in the redemption notice. The “Redemption Date” will be the fifth Business Day after the Valuation Date. The amendment described in this paragraph is referred to as the “Proposed Amendment”.

Notes purchased by the Issuer pursuant to the Offer will be immediately cancelled. Notes that have not been validly tendered and/or accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date, subject to the Issuer’s right to redeem the outstanding Notes if the Proposed Amendment becomes effective. After the Proposed Amendment becomes effective, the Notes that are not tendered, or that are not accepted for payment pursuant to the Offer, will be subject to the amended terms of the Indenture and the Global Certificate. The Issuer currently intends to effectuate the Proposed Amendment promptly after the Expiration Date and redeem all outstanding Notes shortly after the Proposed Amendment becomes effective. The payment upon redemption to Noteholders may be greater than or less than the Purchase Price pursuant to the Offer but will not include the Premium Payment or any amount in excess of the Closing Indicative Note Value on the Valuation Date of such redemption.

How to Tender or Withdraw Tender of Your Notes

Noteholders who wish to tender or withdraw tenders of their Notes in the Offer must do so by contacting their respective broker, dealer or other person who is shown in the records of the Depository Trust Company (“DTC”) as a Noteholder of the Notes (the “Intermediary”) and instructing their broker or dealer to arrange for the transfer of their Notes through DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system, or following the other procedures described below.

Because the Offer will expire at 11:59 p.m., New York City time, on November 30, 2022 (unless extended or early terminated by the Issuer) and the normal business hours of DTC’s ATOP system are from 9:00 a.m. to 5:00 p.m., New York City time, Noteholders who hold their Notes through a custodian or other Intermediary and who intend to tender their Notes on the Expiration Date should either allow sufficient time for completion of the ATOP procedures before 5:00 p.m., New York City time, on the Expiration Date, or confirm with their custodian or other Intermediary that such custodian or other Intermediary will be able to process the tender of their Notes between 5:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date.

If a Noteholder who holds its Notes through a custodian or other Intermediary desires to tender or withdraw tender of its Notes between 5:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date, but such Noteholder is unable to accomplish the tender or withdrawal of tender of its Notes through its custodian or other Intermediary through DTC’s ATOP system, such Noteholder may directly contact the Dealer Manager via email prior to the Expiration Deadline to tender its Notes or directly contact the Dealer Manager or the Tender Agent via email prior to the Expiration Deadline to withdraw tender of its Notes.

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 Expiration Deadline.

Purchase Price

The Purchase Price per Note validly tendered in the Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase will be an amount in U.S. dollars calculated by the Dealer Manager in the manner described in the Statement and will be payable on the Settlement Date, unless the Offer is extended, re-opened or earlier terminated. The Purchase Price per Note is equal to 102% of the Closing Indicative Note Value on the Expiration Date, which reflects a Premium Payment of 2% of the Closing Indicative Note Value on the Expiration Date.

Because the Closing Indicative Note Value is calculated based on the closing level (the “Closing Index Level”) of the S&P GSCI® Crude Oil Total Return Index (Bloomberg ticker: SPGSCLTR) (the “Index”), if the Closing Index Level has declined as of the Expiration Date, the Purchase Price may be significantly less than it would otherwise have been had the Purchase Price been determined at a time prior to such decline or after the level of the Index has recovered. In addition, the Notes may trade at a substantial premium to or discount from the Closing Indicative Note Value. Accordingly, the Purchase Price may be lower than the trading price of the Notes on the Expiration Date.

Unless the Offer is extended or early terminated by the Issuer, the Purchase Price will be publicly announced by the Issuer by press release and will be available at www.ipathetn.com/oilnf at or prior to approximately 4:30 p.m., New York City time, on the Expiration Date. In addition, on each Trading Day while the Offer remains open, the indicative Purchase Price, as well as the Closing Index Level and the Closing Indicative Note Value for that Trading Day, will be published by 5:00 p.m., New York City time, at www.ipathetn.com/oilnf. In the event that publication of the Closing Index Level on any Trading Day is delayed, the Issuer will publish such information as soon as practicable following the publication of the Closing Index Level. The indicative Purchase Price on any Trading Day will be equal to 102% of the Closing Indicative Note Value on that Trading Day.

Expected Timetable of Events

The times and dates below are indicative only.

Time and Date

Event

October 28, 2022

Commencement of the Offer and Consent Solicitation

 

Offer and Consent Solicitation announced.

 

Statement available from the Dealer Manager. 

 

4:30 p.m. (New York City time) on November 30, 2022

Price Announcement Time

The Dealer Manager will calculate the Purchase Price for the Notes, which is equal to 102% of the Closing Indicative Note Value on November 30, 2022 in the manner described under “Terms and Conditions of the Offer and Consent Solicitation—Purchase Price” in the Statement.

Unless the Offer is extended or early terminated by the Issuer, the Purchase Price will be publicly announced by the Issuer by press release and will be available at www.ipathetn.com/oilnf at or prior to approximately 4:30 p.m., New York City time, on November 30, 2022.

 

11:59 p.m. (New York City time) on November 30, 2022

Expiration Deadline

 

The deadline for Noteholders to validly tender (and not validly withdraw) their Notes in order to participate in the Offer and to be eligible to receive the Purchase Price on the Settlement Date. Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation.

 

Noteholders may validly withdraw tenders of their Notes at any time prior to the Expiration Deadline, but not thereafter. Noteholders who validly withdraw tenders of their Notes will be deemed to have withdrawn their consents to the Proposed Amendment under the Consent Solicitation. Noteholders may not consent to the Proposed Amendment in the Consent Solicitation without tendering the Notes and may not revoke consents without withdrawing the previously tendered Notes to which such consents relate.

 

Because the normal business hours of DTC’s ATOP system are from 9:00 a.m. to 5:00 p.m., New York City time, a Noteholder who desires to tender its Notes or withdraw tenders between 5:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date should directly contact the Dealer Manager or, in the case of a withdrawal only, the Tender Agent. See the sections entitled “Procedures for Participating in the Offer” and “Amendment and Termination—Revocation Rights” in the Statement.

 

Noteholders should carefully review the specific procedures for tendering Notes in the Statement under the section entitled “Procedures for Participating in the Offer.” 

 

December 1, 2022

Announcement of Result of Offer and Consent Solicitation

 

The Issuer will announce its decision whether to accept valid tenders of Notes for purchase pursuant to the Offer (including, if applicable, the expected Settlement Date for the Offer) and the results of the Offer and the Consent Solicitation in accordance with the methods set out in the Statement as provided in the section entitled “Terms and Conditions of the Offer and Consent Solicitation.” 

 

December 2, 2022

Settlement

 

Expected Settlement Date. Payment of the Purchase Price in respect of the Offer.

Any Noteholder whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, nominee or other Intermediary should promptly contact such entity if it wishes to tender or withdraw tenders of its Notes in the Offer. Such Intermediaries may have deadlines for participating in the Offer prior to the Expiration Deadline or other deadlines specified above. Noteholders should carefully review the specific procedures for tendering Notes in the Statement under the section entitled “Procedures for Participating in the Offer.”

For Further Information

A complete description of the terms and conditions of the Offer is set out in the Statement. Copies of the Statement are available at www.ipathetn.com/oilnf. 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: +1 212-528-7990 Attn: Barclays ETN Desk Email: etndesk@barclays.com

The Tender Agent The Bank of New York Mellon 160 Queen Victoria Street London EC4V 4LA United Kingdom Attn: Debt Restructuring Services Telecopy no. +44 20 7964 2536 Email: debtrestructuring@bnymellon.com

DISCLAIMER

This announcement must be read in conjunction with the Statement. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Statement contain important information, which must be read carefully before any decision is made with respect to the Offer and Consent Solicitation. 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 and Consent Solicitation. 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 and Consent Solicitation.

General

Neither this announcement, the Statement 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 the Offer or solicitation is unlawful. In those jurisdictions where the Notes, 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 such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. None of the Issuer, the Dealer Manager or the Tender Agent (or any director, officer, employee, agent or affiliate of, any such person) makes any recommendation as to whether Noteholders should tender Notes in the Offer. 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 the Statement under the section entitled “Procedures for Participating in the Offer.” Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.

About Barclays

Barclays is a British universal bank. We are diversified by business, by different types of customers and clients, and by geography. Our businesses include consumer banking and payments operations around the world, as well as a full-service corporate and investment bank. For further information about Barclays, please visit our website www.barclays.com.

Selected Risk Considerations

An investment in the ETNs described herein involves risks. Selected risks are summarized here, but we urge you to read the more detailed explanation of risks described under “Risk Factors” in the applicable prospectus supplement and pricing supplement.

You May Lose Some or All of Your Principal: The ETNs are exposed to any change in the level of the underlying index between the inception date and the applicable valuation date. Additionally, if the level of the underlying index is insufficient to offset the negative effect of the investor fee and other applicable costs, you will lose some or all of your investment at maturity or upon redemption, even if the value of such index has increased or decreased, as the case may be. Because the ETNs are subject to an investor fee and other applicable costs, the return on the ETNs will always be lower than the total return on a direct investment in the index components. The ETNs are riskier than ordinary unsecured debt securities and have no principal protection.

Credit of Barclays Bank PLC: The ETNs are unsecured debt obligations of Barclays Bank PLC and are not, either directly or indirectly, an obligation of or guaranteed by any third party. Any payment to be made on the ETNs, including any payment at maturity or upon redemption, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC will affect the market value, if any, of the ETNs prior to maturity or redemption. In addition, if Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the ETNs.

Market and Volatility Risk: The market value of the ETNs may be influenced by many unpredictable factors and may fluctuate between the date you purchase them and the maturity date or redemption date. You may also sustain a significant loss if you sell your ETNs in the secondary market. Factors that may influence the market value of the ETNs include prevailing market prices of the commodity markets, the U.S. stock markets or the U.S. Treasury market, the index components included in the underlying index, and prevailing market prices of options on such index or any other financial instruments related to such index; and supply and demand for the ETNs, including economic, financial, political, regulatory, geographical or judicial events that affect the level of such index or other financial instruments related to such index.

Concentration Risk: Because the ETNs are linked to an index composed of futures contracts on a single commodity or in only one commodity sector, the ETNs are less diversified than other funds. The ETNs can therefore experience greater volatility than other funds or investments.

A Trading Market for the ETNs May Not Develop: Although the ETNs are listed on a U.S. national securities exchange, a trading market for the ETNs may not develop and the liquidity of the ETNs may be limited, as we are not required to maintain any listing of the ETNs.

No Interest Payments from the ETNs: You may not receive any interest payments on the ETNs.

Uncertain Tax Treatment: Significant aspects of the tax treatment of the ETNs are uncertain. You should consult your own tax advisor about your own tax situation.

The ETNs may be sold throughout the day on the exchange through any brokerage account. Commissions may apply and there are tax consequences in the event of sale, redemption or maturity of ETNs. Sales in the secondary market may result in significant losses.

The S&P GSCI® Total Return Index and the S&P GSCI® Crude Oil Total Return Index (the “S&P GSCI Indices”) are products of S&P Dow Jones Indices LLC (“SPDJI”), and have been licensed for use by Barclays Bank PLC. S&P® and GSCI® are registered trademarks of Standard & Poors’ Financial Services LLC (“SPFS”). These trademarks have been licensed to SPDJI and its affiliates and sublicensed to Barclays Bank PLC for certain purposes. The S&P GSCI® Indices are not owned, endorsed, or approved by or associated with Goldman, Sachs & Co. or its affiliated companies. The ETNs are not sponsored, endorsed, sold or promoted by SPDJI, SPFS, or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the ETNs or any member of the public regarding the advisability of investing in securities generally or in the ETNs particularly or the ability of the S&P GSCI® Indices to track general market performance.

Barclays Bank PLC 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 Barclays Bank PLC has filed with the SEC for more complete information about Barclays Bank PLC 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 Barclays Bank PLC by calling toll-free 1-888-227-2275 (extension 7-7990).

© 2022 Barclays Bank PLC. All rights reserved. iPath, iPath ETNs and the iPath logo are registered trademarks of Barclays Bank PLC. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission, of their respective owners.

NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE

 

Press Contact: Ann Thielke +1 212 526 1472 Ann.Thielke@barclays.com

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