On August 3, 2016, Barclays Bank PLC (the “Issuer”)
launched invitations to holders of certain notes set out in the
table below (the “Notes”) issued by the Issuer to tender
such Notes for purchase by the Issuer (the “Offers”),
subject to applicable offer and distribution restrictions.
Further to such invitations, the Issuer hereby informs the
Noteholders that the Purchase Price for each Series of Notes has
been calculated by the Dealer Manager in the manner described in
the tender offer memorandum dated August 3, 2016 (the “Tender
Offer Memorandum”) and is set out in the table below:
Description ofNotes
CUSIP/ISIN
AggregatePrincipal AmountOutstanding
FixedSpread(BasisPoints)
Yield onReferenceU.S.TreasurySecurity
Purchase Price perUS$1,000Principal
Amount
2.50 per cent.Senior Notes due2019
06739FHT1 /US06739FHT12
US$ 503,705,000 105.0 0.807% US$1,015.72
6.75 per cent.Senior Notes due2019
06739FFS5 /US06739FFS56
US$ 661,748,000 115.0 0.807% US$1,128.55
5.125 per cent.Senior Notes due2020
06739GAR0 /US06739GAR02
US$ 844,403,000 95.0 1.083% US$1,100.98
3.75 per cent.Senior Notes due2024
06739FHV6 /US06739FHV67
US$ 668,823,000 120.0 1.526% US$1,071.07
The Purchase Prices of Notes were calculated by the Dealer
Manager in the manner described in the Tender Offer Memorandum at
the Price Determination Time (11:00 a.m. (New York City time)
today, August 10, 2016) and does not include any Accrued Interest
Payment. The Settlement Date is expected to be August 15, 2016.
The Offers remain open and are scheduled to expire at 5:00 p.m.
(New York City time) today, August 10, 2016, unless extended or
earlier terminated.
The Offers remain subject to the conditions and restrictions set
out in the Tender Offer Memorandum and the related notice of
guaranteed delivery. Capitalized terms used and not otherwise
defined in this announcement have the meanings given in the Tender
Offer Memorandum.
For Further Information
A complete description of the terms and conditions of the Offers
is set out in the Tender Offer Memorandum and the related notice of
guaranteed delivery. Further details about the transaction can be
obtained from:
The Dealer Manager
Barclays Capital Inc.745 Seventh AvenueNew York, New York
10019United StatesTelephone: +1 (212) 528-7581US Toll Free Number:
+1 (800) 438-3242Attention: Liability Management GroupEmail:
us.lm@barclays.com
The Tender Agent
Lucid Issuer Services LimitedTankerton Works12 Argyle
WalkLondon WC1H 8HAUnited KingdomTelephone: +44 20 7704 0880Toll
Free Number: +1 (800) 495 5148Attention: Thomas Choquet / Yves
TheisEmail: barclays@lucid-is.com
A copy of the Tender Offer Memorandum and the notice of
guaranteed delivery is available to eligible persons upon request
from the Tender Agent and at http://www.lucid-is.com/barclays.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Offers. 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 Offers. 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 Offers.
General
Neither this announcement, the Tender Offer Memorandum 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 Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the Notes,
blue sky or other laws require the Offers 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
Offers 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.
In addition, each Noteholder participating in the Offers will be
deemed to give certain representations in respect of the other
jurisdictions referred to below and generally as set out in
“Procedures for Participating in the Offers” in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offers
from a Noteholder that is unable to make these representations will
not be accepted.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offers is not being made, and such documents and/or materials have
not been approved, by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Financial Promotion Order”)) or persons who are
within Article 43(2) of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (such persons together being the
“Relevant Persons”). The Offers are only available to
Relevant Persons and the transactions contemplated in the Tender
Offer Memorandum will be available only to, or engaged in only
with, Relevant Persons, and this financial promotion must not be
relied or acted upon by persons other than Relevant Persons.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France (“France”). Neither this
announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés) other
than individuals, in each case acting on their own account and all
as defined in, and in accordance with, Articles L.411-1, L.411-2
and D.411-1 of the French Code Monétaire et Financier, are eligible
to participate in the Offers. The Tender Offer Memorandum and any
other document or material relating to the Offers have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa
(“CONSOB”) pursuant to Italian laws and regulations.
The Offers are being carried out in the Republic of Italy
(“Italy”) as exempted offers pursuant to article 101-bis,
paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998,
as amended (the “Financial Services Act”) and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended (the “CONSOB Regulation”).
Noteholders, or beneficial owners of the Notes, located in Italy
can tender some or all of their Notes pursuant to the Offers
through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offers.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160810005893/en/
Analyst and Investor InformationFurther information for
analysts and investors can be obtained from the following contacts
at Barclays:Investor RelationsLisa Bartrip, +44 (0) 20 7773
0708orBarclays TreasuryMiray Muminoglu, +44 (0) 20 7773
8199orTim Allen, +44 (0) 20 3134 6290orMedia RelationsMark
Lane, +1 212-412-1413
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