Barclays Bank PLC (“Barclays”) announced today that it
will not extend its previously announced concurrent:
- exchange offer (the “Exchange Offer”) to exchange
any and all of its iPath® S&P GSCI® Crude Oil Total Return
Index ETNs due August 14, 2036 (CUSIP: 06738C760/ISIN:
US06738C7609) (the “Old Notes”) for iPath® Pure Beta
Crude Oil ETNs due April 18, 2041 (CUSIP: 06740P221/ISIN:
US06740P2213) (the “New Notes” and together with the Old
Notes, the “ETNs”); and
- cash tender offer (the “Tender Offer”) to purchase any
and all of its Old Notes.
Each of the Exchange Offer and the Tender Offer is accompanied
by a solicitation of consents (the “ Consent Solicitation”)
from holders of the Old Notes (the “ Noteholders”) to amend
certain provisions of the Old Notes (the “ Proposed
Amendment”). The Exchange Offer and Consent Solicitation are
subject to the conditions and restrictions set out in the
prospectus dated June 17, 2021, as supplemented by the prospectus
supplements dated July 30, 2021, August 16, 2021 and August 27,
2021 (as amended or supplemented from time to time, the “
Prospectus”). The Tender Offer and Consent Solicitation are
subject to the conditions and restrictions set out in the Amended
and Restated Offer to Purchase and Consent Solicitation Statement
dated August 27, 2021 (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 Prospectus or the Statement, as applicable.
In addition, Barclays announced today final results of the
Exchange Offer and preliminary results of the Tender Offer. The
Exchange Offer and its accompanying Consent Solicitation expired at
5:00 p.m., New York City time, on August 31, 2021. The following
results are preliminary as the Tender Offer and its accompanying
Consent Solicitation do not expire until 11:59 p.m., New York City
time, on August 31, 2021. Barclays does not intend to announce the
final results of the Tender Offer or the Consent Solicitation
unless there is a material change prior to the scheduled expiration
deadline from the preliminary results set forth below.
Final Results of the Exchange Offer
Pursuant to the Exchange Offer, Barclays has received and
accepted 92,211 Old Notes validly tendered and not validly
withdrawn prior to the expiration deadline of the Exchange Offer,
representing 18.33% of the outstanding Old Notes as of the
expiration deadline of the Exchange Offer. All conditions to the
Exchange Offer were deemed satisfied or waived by Barclays as of
the expiration deadline of the Exchange Offer. The aggregate number
of New Notes to be issued by Barclays is 553,266, reflecting the
previously announced exchange ratio per Old Note validly tendered
in the Exchange Offer (and not validly withdrawn) prior to the
expiration deadline and accepted for exchange (the “Exchange
Ratio”) of six New Notes. On September 8, 2021 (the
“Settlement Date”), Noteholders whose Old Notes have been
accepted for exchange pursuant to the Exchange Offer will receive a
number of New Notes based on the Exchange Ratio and Barclays will
consolidate such New Notes to form a single class with the New
Notes first issued on April 26, 2011 that are currently
outstanding.
Preliminary Results of the Tender Offer
Pursuant to the Tender Offer, Barclays has received and accepted
40,891 Old Notes validly tendered and not validly withdrawn to
date, representing 8.13% of the outstanding Old Notes to date. All
conditions to the Tender Offer were deemed satisfied or waived by
Barclays with respect to such Old Notes validly tendered and not
validly withdrawn to date. Based on such preliminary results, the
aggregate purchase price of the Old Notes expected to be accepted
by Barclays is $5,051,666, reflecting the previously announced
purchase price per Old Note validly tendered in the Tender Offer
(and not validly withdrawn) prior to the expiration deadline and
accepted for purchase (the “Purchase Price”) of $123.5398.
On the Settlement Date, Noteholders whose Old Notes have been
accepted for purchase pursuant to the Tender Offer will receive the
Purchase Price.
Preliminary Results of the Consent Solicitation
Pursuant to the Consent Solicitation, Barclays does not expect
to obtain the requisite consents to the Proposed Amendment based on
the results set forth above and, accordingly, Barclays does not
expect to effectuate the Proposed Amendment. Old Notes accepted by
Barclays pursuant to the Exchange Offer or purchased by Barclays
pursuant to the Tender Offer will be cancelled on the Settlement
Date. Old Notes that were not validly tendered and/or accepted for
exchange or purchase pursuant to the Exchange Offer or the Tender
Offer, respectively, will remain outstanding after the Settlement
Date.
For Further Information
A complete description of the terms and conditions of the
Exchange Offer or the Tender Offer is set out in the Prospectus or
the Statement, respectively. Copies of the Prospectus and 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 Exchange Agent & Tender Agent The Bank of New
York Mellon One Canada Square, 40th Floor London E14 5AL United
Kingdom Attn: Debt Restructuring Services Telecopy no. +44 20 7964
2536 Email: debtrestructuring@bnymellon.com
The Information Agent D.F. King & Co., Inc. 48 Wall
Street, 22nd Floor New York, New York 10005 United States
Telephone: +1 212-269-5550 U.S. Toll Free Number: +1 866-342-4883
Attn: Michael Horthman Email: barclays@dfking.com Fax:
212-709-3328
DISCLAIMER
This announcement must be read in conjunction with the
Prospectus or the Statement, as applicable. No offer or invitation
to acquire or exchange any securities is being made pursuant to
this announcement. This announcement, the Prospectus and the
Statement contain important information, which must be read
carefully before any decision is made with respect to the Exchange
Offer, Tender Offer or 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 Old 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 Exchange
Offer, Tender Offer or Consent Solicitation. None of Barclays, the
Dealer Manager, the Exchange Agent (also 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 Exchange Offer, Tender Offer or Consent
Solicitation.
General
Neither this announcement, the Prospectus, the Statement nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell securities (and tenders of Old
Notes for exchange pursuant to the Exchange Offer or purchase
pursuant to the Tender Offer will not be accepted from Noteholders)
in any circumstances in which the Exchange Offer, Tender Offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Exchange Offer or
the Tender 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 Exchange Offer or the
Tender Offer, as applicable, shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
Barclays in such jurisdiction. None of Barclays, the Dealer
Manager, the Exchange Agent (also 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 Old Notes in the Exchange Offer
or the Tender Offer. In addition, each Noteholder participating in
the Exchange Offer or the Tender Offer will be deemed to give
certain representations in respect of the other jurisdictions
referred to below and generally as set out in the Prospectus under
the section entitled “The Exchange Offer and Consent
Solicitation—Noteholder Representations” with respect to the
Exchange Offer and the Statement under the section entitled
“Procedures for Participating in the Offer” with respect to the
Tender Offer. Any tender of Old Notes for exchange pursuant to the
Exchange Offer or purchase pursuant to the Tender 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 Prospectus and the Statement.
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
applicable 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.
Issuer Redemption: Barclays Bank PLC will have the right
to redeem or call the New Notes (in whole but not in part) at its
sole discretion and without your consent on any trading day on or
after the inception date until and including maturity.
Pure Beta Series 2 Methodology: The Barclays Pure Beta
Series 2 Methodology with respect to the New Notes seeks to
mitigate distortions in the commodities markets associated with
investment flows and supply and demand distortions. However, there
is no guarantee that the Pure Beta Series 2 Methodology will
succeed in these objectives and an investment in the New Notes
linked to indices using this methodology may underperform compared
to an investment in a traditional commodity index linked to the
same commodities.
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 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: 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.
Restrictions on the Minimum Number of New Notes and Date
Restrictions for Redemptions: Except with respect to the
circumstances described above or as otherwise specified in the
Prospectus, you must redeem at least the minimum number of New
Notes specified in the Prospectus at one time in order to exercise
your right to redeem your New Notes on any redemption date. You may
only redeem your New Notes on a redemption date if we receive a
notice of redemption from you by certain dates and times as set
forth in the Prospectus.
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.
© 2021 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/20210831006037/en/
Matt Scully +1 212 526 7844 Matthew.Scully@barclays.com
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