Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 28 2022 - 4:30PM
Edgar (US Regulatory)
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:
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Investor Relations
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Media Relations
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Chris
Manners
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Jonathan
Tracey
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+44 (0)20 7773 2136
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+44
(0)20 7116 4755
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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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