Free Writing Prospectus

Filed pursuant to Rule 433

Registration Statement No. 333-253693

 

 

 

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£1,500,000,000 9.250% Fixed Rate Resetting Perpetual Subordinated Contingent

Convertible Securities

Barclays PLC

 

 

Amended and Restated Pricing Term Sheet, Dated February 28, 2023

Explanatory Note: This pricing term sheet has been amended and restated for the sole purpose of correcting the fallback rate included under clause (i) in the last sentence of the definition of “Reset Reference Bank Rate” and supersedes the pricing term sheet filed with the SEC (as defined below) on February 27, 2023.

 

Issuer    Barclays PLC (the “Issuer”).
Securities    £1,500,000,000 9.250% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Securities”).
Expected Issue Ratings:1    Ba2 (Moody’s) / B+ (S&P) / BBB- (Fitch).
Status    Perpetual Subordinated Contingent Convertible Securities.
Legal Format    SEC registered.
Principal Amount    £1,500,000,000.
Trade Date    February 27, 2023.
Settlement Date    March 6, 2023 (T+5) (the “Issue Date”).
Maturity Date    Perpetual, with no fixed maturity or fixed redemption date.
Optional Call Dates    On any day falling in the period commencing on (and including) September 15, 2028 and ending on (and including) the first Reset Date (as defined below) or on any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date.
Preliminary Prospectus Supplement    Preliminary prospectus supplement dated February 27, 2023 (the “Preliminary Prospectus Supplement”) incorporating the Prospectus dated March 1, 2021 relating to the Securities (the “Base Prospectus”). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.
U.K. Bail-in Power Acknowledgment    Yes. See the section entitled “Description of Contingent Capital Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Base Prospectus and the section entitled “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Preliminary Prospectus Supplement.
Initial Interest Period
Initial Fixed Rate    9.250% per annum, from and including March 6, 2023 to, but excluding, March 15, 2029.
Initial Interest Payment Dates    Quarterly in arrear on March 15, June 15, September 15 and December 15 of each year up to and including March 15, 2029, commencing on June 15, 2023 (long first interest period).

 

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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

6yr Mid-Market Swap Rate    3.940%
7yr Mid-Market Swap Rate    3.860%
Interpolated Mid-Market Swap Rate    3.936%
Interest Periods Following Any Reset Date
Interest Rate Following Any Reset Date    The applicable Mid-Market Swap Rate (such term subject to the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate—Mid-Market Swap Rate and fallbacks” in the Preliminary Prospectus Supplement) on the relevant Reset Determination Date (as defined below) plus the Margin (as defined below), converted to a quarterly rate in accordance with market convention as instructed by the Issuer (rounded to three decimal places, with 0.0005 rounded down) (the “Subsequent Interest Rate”), from and including the relevant Reset Date to (but excluding) the next following Reset Date.
Reset Date    March 15, 2029, and each fifth anniversary thereafter (each a “Reset Date”).
Interest Payment Dates Following Any Reset Date    Quarterly in arrear on March 15, June 15, September 15 and December 15 of each year commencing on June 15, 2029.
Spread to Mid-Market Swap Rate    563.9 bps (the “Margin”).
Reset Determination Date    The second Payment Business Day immediately preceding each Reset Date (each a “Reset Determination Date”).
Mid-Market Swap Rate and fallbacks   

“Mid-Market Swap Rate” means, in relation to a Reset Date and the related Reset Determination Date:

 

(i) the annual sterling mid-market swap rate with a term of five years where the floating leg pays daily compounded Sterling Overnight Index Average (“SONIA”) annually, which is calculated and published by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) and appearing on the Bloomberg screen page BPISDS05 (or such other page as may replace such page on Bloomberg, or such other information service as may be nominated or authorized by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) (the “Relevant Screen Page”) at approximately 11.00 a.m. (London time) on the relevant Reset Determination Date, as determined by the Calculation Agent; and

 

(ii)  if the Relevant Screen Page is not available or such swap rate does not appear on the Relevant Screen Page at such time on such Reset Determination Date (in circumstances other than those in which the Issuer has determined that a Benchmark Event has occurred or that there is a Successor Rate, as set out in the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate— Benchmark Replacement Event” in the Preliminary Prospectus Supplement), then the Mid-Market Swap Rate shall be the Reset Reference Bank Rate on such Reset Determination Date.

 

“Reset Reference Bank Rate” means, in relation to a Reset Date and the related Reset Determination Date, the percentage rate determined by the Calculation Agent on the basis of the Five-year Mid-Market Swap Rate Quotations provided by each of the Reference Banks at approximately 11:00 a.m. (London time) on the relevant Reset Determination Date (or thereafter on such date) rounded, if necessary, to the nearest 0.001% (with 0.0005% being rounded upwards). If at least three Five-year Mid-

 

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   Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations. If only one Five-year Mid-Market Swap Rate Quotation is provided, the Reset Reference Bank Rate will be the quotation provided. If no Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be (i) in respect of the Reset Reference Bank Rate determined in respect of the Reset Date falling on March 15, 2029, 4.045% per annum or (ii) in respect of the Reset Reference Bank Rate determined in respect of any Reset Date other than March 15, 2029, the Mid-Market Swap Rate in respect of the immediately preceding Reset Date.
  

“Five-year Mid-Market Swap Rate Quotations” means, for any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on an Actual/365 (Fixed) day count basis) of a fixed-for-floating sterling interest rate swap transaction which:

 

(i) has a term of five years commencing on the applicable Reset Date;

 

(ii)  is in an amount that is representative of a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market; and

 

(iii)  has a floating leg based on the overnight SONIA rate compounded for 12-months (calculated on an Actual/365 (Fixed) day count basis).
   “Reference Banks” means four major banks in the sterling swap, money, securities or other market most closely connected with the relevant Mid-Market Swap Rate, as selected by the Issuer on the advice of an investment bank of international repute.
Certain Other Terms and Information
Currency of Payments    Initial holders of the Securities will be required to pay for the Securities in sterling and principal and interest payments in respect of the Securities will be payable in sterling. If, on any date on which a payment in respect of the Securities is contemplated, sterling is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or is no longer used for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Securities will be made in U.S. dollars until sterling is again available to us or so used, in accordance with the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities— Determination of Subsequent Interest Rate—Currency of Payments” of the Preliminary Prospectus Supplement.
Day Count Fraction    Actual/Actual (ICMA).
Interest Payments Discretionary    Interest on the Securities will be due and payable only at the sole discretion of the Issuer, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Interest Payments Discretionary” in the Preliminary Prospectus Supplement.
Restriction on Interest Payments   

As described in the Preliminary Prospectus Supplement, the Issuer shall not make an interest payment on the Securities on any interest payment date (and such interest payment shall therefore be deemed to have been cancelled and thus shall not be due and payable on such interest payment date) if:

 

(1)   the Issuer has an amount of Distributable Items on such interest payment date that is less than a certain level; or

 

(2)   the Solvency Condition is not satisfied in respect of such interest payment, as further described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Restriction on Interest Payments” in the Preliminary Prospectus Supplement.

 

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Agreement to Interest Cancellation    By subscribing for, purchasing or otherwise acquiring the Securities, holders of the Securities acknowledge and agree to the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Agreement to Interest Cancellation” in the Preliminary Prospectus Supplement.
Ranking   

Subordinated to the claims of Senior Creditors (as defined below), as described in further detail in the Preliminary Prospectus Supplement.

 

“Senior Creditors” means creditors of the Issuer (i) who are unsubordinated creditors; (ii) whose claims are, or are expressed to be, subordinated (whether only in the event of the winding-up or administration of the Issuer or otherwise) to the claims of unsubordinated creditors of the Issuer but not further or otherwise; (iii) who are creditors in respect of any secondary non-preferential debts; or (iv) whose claims are, or are expressed to be, junior to the claims of other creditors of the Issuer, whether subordinated or unsubordinated, other than those whose claims rank, or are expressed to rank, pari passu with, or junior to, the claims of the holders of the Securities.
Capital Adequacy Trigger Event   

A “Capital Adequacy Trigger Event” shall occur if at any time the fully loaded CET1 Ratio is less than 7.00%.

 

Whether a Capital Adequacy Trigger Event has occurred at any time shall be determined by the Issuer and such determination shall be binding on the trustee and holders of the Securities.
Automatic Conversion Upon Capital Adequacy Trigger Event   

An Automatic Conversion will occur without delay upon the occurrence of a Capital Adequacy Trigger Event.

 

“Automatic Conversion” means the irrevocable and automatic release of all of the Issuer’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Issuer’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the holders of the Securities) or to the relevant recipient, in accordance with the terms of the Securities and as described in the Preliminary Prospectus Supplement.
Conversion Price    £1.65 per Conversion Share, subject to certain anti-dilution adjustments, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Anti-Dilution” in the Preliminary Prospectus Supplement and the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Conversion Shares Offer” in the Preliminary Prospectus Supplement.
Conversion Shares Offer    Following an Automatic Conversion, the Issuer may, in its sole and absolute discretion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Issuer’s ordinary shareholders at such time at a cash price per Conversion Share equal to the Conversion Price, as further described in the Preliminary Prospectus Supplement.
Optional Redemption    The Securities are redeemable at the option of the Issuer, in whole but not in part, on (i) any day falling in the period commencing on (and including) September 15, 2028 and ending on (and including) the first Reset Date or (ii) any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Optional Redemption” in the Preliminary Prospectus Supplement.

 

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Regulatory Event Redemption    The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer in the event of a change in certain U.K. regulatory capital requirements, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Regulatory Event Redemption” in the Preliminary Prospectus Supplement.
Tax Redemption    The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer upon the occurrence of certain tax events, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Tax Redemption” in the Preliminary Prospectus Supplement.
Denominations    £200,000 and integral multiples of £1,000 in excess thereof.
ISIN / FISN / CFI Code    XS2591803841 / as referenced on the Association of National Numbering Agencies (“ANNA”) website / as referenced on the ANNA website.
Legal Entity Identifier (“LEI”) Code    213800LBQA1Y9L22JB70.
Reoffer Yield    9.356% (semi-annual) / 9.575% (annual).
Issue Price    100.000%.
Estimated Underwriter Compensation    1.000% of the principal amount of the Securities.
Estimated Net Proceeds    £1,485,000,000.
Sole Structuring Adviser and Sole Bookrunner    Barclays Bank PLC.
Joint Lead Managers (no books)    Banco Bilbao Vizcaya Argentaria, S.A., BNP Paribas, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, J.P. Morgan Securities plc, Lloyds Bank Corporate Markets plc, Mizuho International plc, Nordea Bank Abp, Société Générale, The Toronto-Dominion Bank, UBS AG London Branch, UniCredit Bank AG.
Senior Co-Managers    Australia and New Zealand Banking Group Limited, Banco Santander, S.A., Bank of Montreal, London Branch, CaixaBank, S.A., Canadian Imperial Bank of Commerce, London Branch, Coöperatieve Rabobank U.A., Danske Markets Inc., DZ Financial Markets LLC, MUFG Securities EMEA plc, Raiffeisen Bank International AG, Swedbank AB (publ).
Documentation    To be documented under the Issuer’s shelf registration statement on Form F-3 (No. 333-253693) and to be issued pursuant to the Contingent Capital Securities Indenture dated August 14, 2018, among the Issuer, The Bank of New York Mellon SA/NV, Luxembourg Branch, as contingent capital registrar (the “Registrar”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as heretofore amended and supplemented and as further supplemented by the Eighth Supplemental Indenture, to be entered into on or about the Issue Date, among the Issuer, the Registrar and the Trustee.
Risk Factors    An investment in the Securities involves risks. See the “Risk Factors” section beginning on page S-25 of the Preliminary Prospectus Supplement.
Settlement    Clearstream, Luxembourg / Euroclear; Book-entry; Transferable.
Listing    International Securities Market of the London Stock Exchange.
Calculation Agent    The Bank of New York Mellon, London Branch, or its successor appointed by the Issuer.
Governing Law    New York law, except for subordination provisions and waiver of set-off provisions which will be governed by English law.

 

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Definitions    Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement.

The Issuer has filed a registration statement (including the Base Prospectus and the Preliminary Prospectus Supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for this offering. Before you invest, you should read each of the Base Prospectus and the Preliminary Prospectus Supplement for this offering in that registration statement, and the other documents the Issuer has filed with the SEC for more complete information about the Issuer 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 and the Preliminary Prospectus Supplement from Barclays Capital Inc. by calling +1 888 603 5847.

UK FCA CoCo restriction. MiFID II and UK MiFIR professional investors and ECPs only/No PRIIPs or UK PRIIPs KID – Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the UK. No sales to retail clients (as defined in COBS 3.4) in the UK.

It is expected that delivery of the Securities will be made for value on or about March 6, 2023, which will be the fifth (5th) business day in the United States following the date of pricing of the Securities. Under Rule 15c6-1 under the Securities Exchange Act of 1934, purchases or sales of Securities in the secondary market generally are required to settle within two (2) business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Securities who wish to trade the Securities on the date of this prospectus supplement or the next two (2) succeeding business days, will be required, because the Securities initially will settle within five (5) business days (T+5) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Securities who wish to trade on the date of this prospectus supplement or the next two (2) succeeding business days should consult their own legal advisers.

This communication and the offering when made are only addressed to, and directed in member states of the European Economic Area or the United Kingdom at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. For these purposes, the expression “Prospectus Regulation” means either Regulation (EU) 2017/1129 or Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as appropriate.

This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply (such persons being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, relevant persons who fall within the manufacturer target market described above.

Singapore SFA Product Classification – In connection with Section 309B of the Securities and Futures Act 2001 of Singapore (the “SFA”) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Securities are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16 Notice on Recommendations on Investment Products).

To the extent any dealer that is not a U.S. registered broker-dealer intends to effect any offers or sales of any Securities in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

 

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