Barclays Bank PLC (the “Issuer”) announced today the
results of its previously announced 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 solicitation of consents (the “Consent
Solicitation”) from holders of the Notes (the
“Noteholders”) to amend certain provisions of the Notes,
subject to applicable offer and distribution restrictions set out
in the Amended and Restated Offer to Purchase and Consent
Solicitation Statement dated December 1, 2022 (the
“Statement”). The Offer and Consent Solicitation were
amended and extended on December 1, 2022.
The Offer and Consent Solicitation expired at 11:59 p.m., New
York City time, on January 3, 2023 (the “Expiration
Deadline”). The Issuer has received and accepted 190,031 Notes
validly tendered and not validly withdrawn prior to the Expiration
Deadline, representing approximately 52.36% of the outstanding
Notes as of the Expiration Deadline. All conditions to the Offer
were deemed satisfied or waived by the Issuer as of the Expiration
Deadline. The aggregate purchase price of the Notes accepted by the
Issuer is $38,401,464.48, reflecting the previously announced
purchase price of $202.08 per Note (the “Purchase Price”).
On January 5, 2023 (the “Settlement Date”), Noteholders
whose Notes have been accepted for purchase pursuant to the Offer
will receive the previously announced Purchase Price.
Pursuant to the Consent Solicitation, the Issuer has obtained
the requisite consents to the Proposed Amendment (as defined
below). The indenture and the global certificate with respect to
the Notes will be amended on the Settlement 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
cancelled on the Settlement Date. 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.
Capitalized terms used and not otherwise defined in this
announcement have the meanings given in the Statement.
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.
© 2023 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
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version on businesswire.com: https://www.businesswire.com/news/home/20230103005879/en/
Matt Scully +1 212 526 7844 Matthew.Scully@Barclays.com
Barclays (NYSE:BCS)
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