UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13A-16 OR 15D-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
March
28, 2022
Barclays
PLC and
Barclays
Bank PLC
(Names
of Registrants)
1
Churchill Place
London
E14 5HP
England
(Address of
Principal Executive Offices)
Indicate by check
mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F.
Form
20-F x Form 40-F
Indicate by check
mark whether the registrant by furnishing the
information
contained in this
Form is also thereby furnishing the information to the
Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No
x
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b):
This
Report is a joint Report on Form 6-K filed by Barclays PLC and
Barclays
Bank
PLC. All of the issued ordinary share capital of Barclays Bank PLC
is
owned
by Barclays PLC.
This
Report comprises:
Information given
to The London Stock Exchange and furnished pursuant to
General
Instruction B to the General Instructions to Form 6-K.
EXHIBIT
INDEX
Impact of
over-issuance under BBPLC US Shelf dated 28 March 2022
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, each of the
registrants has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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BARCLAYS
PLC
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(Registrant)
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Date:
March 28, 2022
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By: /s/
Garth Wright
--------------------------------
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Garth
Wright
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Assistant
Secretary
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BARCLAYS BANK
PLC
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(Registrant)
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Date:
March 28, 2022
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By: /s/
Garth Wright
--------------------------------
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Garth
Wright
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Assistant
Secretary
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28
March 2022
Barclays PLC and Barclays Bank PLC ("Barclays")
Impact of over-issuance under BBPLC US Shelf
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●
Update on the capital and
other impacts of certain securities issuances identified by
Barclays Bank PLC as being in excess of registered
amounts
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●
No impact on Barclays PLC's
£1bn share buyback programme, save that it is now expected to
commence in Q222
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●
Group CET1 ratio expected to be in
the middle of the 13-14% target range as at 31 March
2022
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As
part of its structured products business, Barclays Bank PLC
("BBPLC"), a subsidiary of Barclays PLC ("BPLC"), is a frequent
issuer of structured notes and exchange traded notes in the United
States and elsewhere. These securities are often issued to meet
actual and anticipated client demand for such
securities.
BBPLC has determined that the securities offered
and sold under its US shelf registration statement during a period
of approximately one year exceeded the registered amount (such
excess, the "Affected Securities")1 giving
rise to a right of rescission among certain purchasers of Affected
Securities requiring BBPLC to repurchase the Affected Securities at
their original purchase price. As a result, BBPLC has elected to
conduct a rescission offer to eligible purchasers of the Affected
Securities. Details of the rescission offer will be published by
BBPLC in due course.
Based
on current market prices of the Affected Securities and the
estimated pool of potentially eligible purchasers electing to
participate in the rescission offer, Barclays expects the
rescission losses (net of tax) to be c.£450m and the CET1 ratio of
BPLC and its consolidated subsidiaries to be in the middle of the
13-14% target range as at 31 March 2022. This reflects a c.14 bps
reduction from the estimated loss and a further c.15 bps reduction
due to an increase in risk weighted assets in respect of short-term
hedging arrangements designed to manage the risks to Barclays
arising out of the rescission offer. The equivalent impact on
BBPLC's solo-consolidated CET1 ratio as at 31 March 2022 is
expected to be a reduction of c.23 bps in respect of the estimated
loss and c.23 bps in respect the hedging impact. The hedging
impacts will reverse on conclusion of the rescission
offer.
The
above represents Barclays' best estimate at this time of losses
which may arise from these matters and will be reflected in BPLC's
Q122 Results Announcement. Barclays is also assessing the impact of
these matters on prior period financial statements of
BBPLC.
Due
to the current proximity to its closed period, the £1bn share
buyback programme announced on 23 February 2022 as part of FY21
Results is now expected to commence in Q222 following the
publication of BPLC's Q122 Results Announcement.
Barclays
has commissioned an independent review of the facts and
circumstances relating to this matter including, among other
things, the control environment related to such issuances.
Separately, regulatory authorities are conducting inquiries and
making requests for information.
BBPLC
intends to file a new automatic shelf registration statement with
the SEC as soon as practicable. Barclays remains committed to its
structured products business in the United States.
Note
1: In August 2019, BBPLC registered US$20.8bn in maximum aggregate
offering price of securities (the "Registered Amount") and has
exceeded the Registered Amount by approximately
US$15.2bn.
-
ENDS -
For
further information, please contact:
|
Investor Relations
|
Media Relations
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|
Chris
Manners
|
Jonathan
Tracey
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|
+44
(0)20 7773 2136
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+44
(0)20 7116 4755
|
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. For further information about Barclays,
please visit our website home.barclays.
Forward-Looking Statements
This
announcement contains forward-looking statements within the meaning
of Section 21E of the US Securities Exchange Act of 1934, as
amended, and Section 27A of the US Securities Act of 1933, as
amended, with respect to BPLC, BBPLC and the Group. Barclays
cautions readers that no forward-looking statement is a guarantee
of future performance and that actual results or other financial
condition or performance measures could differ materially from
those contained in the forward-looking statements. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements sometimes use words such as 'may', 'will', 'seek',
'continue', 'aim', 'anticipate', 'target', 'projected', 'expect',
'estimate', 'intend', 'plan', 'goal', 'believe', 'achieve' or other
words of similar meaning. These statements are based on the current
beliefs and expectations of Barclays' management and are subject to
significant risks and uncertainties. Actual outcomes may differ
materially from those expressed in the forward-looking statements.
Factors that could impact Barclays' future financial condition and
performance are identified in BPLC's and BBPLC's respective filings
with the SEC (including, without limitation, BPLC's and BBPLC's
respective Annual Report on Form 20-F for the fiscal year ended 31
December 2021), which are available on the SEC's website at
www.sec.gov.
Subject
to Barclays' obligations under the applicable laws and regulations
of any relevant jurisdiction, (including, without limitation, the
UK and the US), in relation to disclosure and ongoing information,
we undertake no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Inside Information
This
announcement contains inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, as amended).
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