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® MSCI India Index ETNs due December 18,
2036 (CUSIP: 06739F291/ISIN: US06739F2911) (the “Notes”) and
a solicitation of consents (the “Consent Solicitation”) from
holders of the Notes (the “Noteholders”) to amend certain
provisions of the Notes as described below (the “Proposed
Amendment”), 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.
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 July 6, 2020
(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 commences on July 6, 2020 and
will expire at 11:59 p.m., New York City time, on August 4, 2020
(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 of the Notes (the “Purchase Price”)
will reflect a 2% premium to the Closing Indicative Note Value of
the Notes (the “Premium Payment”) on August 4, 2020 (the
“Expiration Date”) as described below.
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.
The Background
The Notes have been determined to be subject to certain
regulations issued by the Securities and Exchange Board of India
(“SEBI”) relating to offshore derivative instruments linked
to Indian equity securities, and SEBI has advised the Issuer that
the positions being held in the Notes may continue only until
December 31, 2020.
Key Terms of the Offer and Consent Solicitation
The Offer is conditioned upon the satisfaction or waiver of the
condition (the “Minimum Tender Condition”) that a minimum of
50% in aggregate principal amount of outstanding Notes has been
validly tendered (and not validly withdrawn) at or prior to the
Expiration Deadline and accepted for purchase pursuant to the
Offer. Subject to applicable law, the Issuer, in its sole
discretion, may decrease the Minimum Tender Condition, or may waive
the Minimum Tender Condition, without extending the Expiration
Deadline or reinstating revocation rights (if revocation rights
have been suspended). As a result, Noteholders may not be able to
withdraw any of their previous tenders following such lowering or
waiver of the Minimum Tender Condition.
A majority in aggregate principal amount of outstanding Notes
(the “Consent Threshold”) is required to approve the
Proposed Amendment. 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
Consent Threshold will be deemed to be satisfied, and the indenture
(the “Indenture”) and the global certificate with respect to
the Notes (“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 (“Valuation Date”) specified by the Issuer in the
redemption notice. The “Redemption Date” will be the fifth
Business Day after the Valuation Date.
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. 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 and
redeem all outstanding Notes shortly after the Proposed Amendment
becomes effective but no later than December 31, 2020. 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.
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 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 end at 11:59 p.m., New York City time, on
August 4, 2020 (unless extended or early terminated by the Issuer)
and the normal business hours of the DTC’s ATOP system is 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 or withdraw the tender 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 or the revocation of their tender 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 through its custodian or other Intermediary
through DTC’s ATOP system, such Noteholder may directly contact
Barclays Capital Inc. (the “Dealer Manager”) and D.F. King
& Co., Inc. (the “Tender Agent”) via facsimile or email
prior to the Expiration Deadline to tender or 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 equal to 102% of the Closing
Indicative Note Value on the Expiration Date, which reflects a 2%
premium to the Closing Indicative Note Value on the Expiration
Date.
Because the Closing Indicative Note Value is calculated based on
the closing level of the MSCI India Total Return Index (Bloomberg
ticker: NDEUSIA) (the “Index”), if the closing level of the
Index 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.
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/inptf and
from D.F. King & Co., Inc. (the “Information Agent”), at
or prior to approximately 1:00 p.m., New York City time
(“Price Announcement 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 level of the
Index and the Closing Indicative Note Value, will be published by
4:30 p.m., New York City time, at www.ipathetn.com/inptf and will
also be available from the Information Agent. 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
July 6, 2020
Commencement of the Offer and Consent
Solicitation Period
The Offer and Consent Solicitation
announced
The Statement is available from the Dealer
Manager and the Information Agent.
1:00 p.m. (New York City time) on August
4, 2020
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 August 4, 2020 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 Issuer will publicly announce the
Purchase Price by press release, which will be available on
www.ipathetn.com/inptf and from the Information Agent at or prior
to approximately 1:00 p.m., New York City time, on August 4,
2020.
11:59 p.m. (New York City time) on August
4, 2020
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.
Noteholders should carefully review the
specific procedures for tendering Notes in the Statement under the
section entitled “Procedures for Participating in the Offer.”
August 5, 2020
Announcement of Result of the 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.”
August 7, 2020
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 in 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. 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 Attn: ETN Desk Telephone: 1-212-528-7990
Email: etndesk@barclays.com
The Tender Agent and Information Agent
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York,
NY 10005 Attention: Andrew Beck Fax: 212-709-3328 Email:
barclays@dfking.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, the Tender
Agent or the Information 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, the Tender
Agent or the Information 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 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 Group. Barclays offers investment
banking products and services in the US through Barclays Capital
Inc. For further information about Barclays, please visit our
website home.barclays.
Selected Risk Considerations
An investment in the iPath 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 decrease 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 level 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 the issuer, 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, in the event 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 U.S.
stock markets, 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.
Emerging Market Risk: The MSCI India Total Return Index tracks
investments in an emerging market, which carries the risk of
capital loss from unfavorable fluctuation in currency values,
differences in generally accepted accounting principles, lower
trading volumes, and economic or political instability. ETNs linked
to such index may be subject to more volatility than investments
outside of emerging markets.
Concentration Risk: Because the ETNs are a concentrated
investment in a single country, the ETNs may be more volatile than
other 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.
MSCI and the MSCI Index names are servicemarks of MSCI or its
affiliates and have been licensed for use for certain purposes by
Barclays Bank PLC. The ETNs are not sponsored or endorsed by MSCI,
any affiliate of MSDCI or any other party involved in, or related
to, making or compiling any MSCI Index. The ETNs are not sold or
promoted by MSCI, any affiliate of MSCI or any other party involved
in, or related to, making or compiling any MSCI Index. The MSCI
Indices are the exclusive property of MSCI. Neither MSCI, any of
its affiliates, or any other party involved in, or related to,
making or compiling any MSCI Index makes 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 the
financial securities generally or in the ETNs particularly or the
ability of any MSCI Index to track corresponding stock market
performance.
© 2020 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/20200706005056/en/
Press Contact: Danielle Popper +1 212 526 5963
Danielle.Popper@barclays.com
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