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
May 03,
2022
Barclays
PLC
(Name
of Registrant)
1
Churchill Place
London
E14 5HP
England
(Address of
Principal Executive Office)
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 on Form 6-K is filed 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
FOR
BATCHES:
|
Exhibit
No. 1
|
Total
Voting Rights dated 01 April 2022
|
|
Exhibit
No. 2
|
Director/PDMR
Shareholding dated 08 April 2022
|
|
Exhibit
No. 3
|
Director/PDMR
Shareholding dated 11 April 2022
|
|
Exhibit
No. 4
|
Proposed placing of
ordinary shares in Absa Group dated 20 April 2022
|
|
Exhibit
No. 5
|
Placing
of 63m ordinary shares in Absa Group dated 21 April
2022
|
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
|
BARCLAYS
PLC
|
|
|
(Registrant)
|
Date:
May 03, 2022
|
|
By: /s/
Garth Wright
--------------------------------
|
|
|
Garth
Wright
|
|
|
Assistant
Secretary
|
Exhibit
No. 1
1
April 2022
Barclays PLC
Total Voting Rights
In
accordance with the Financial Conduct Authority's (FCA) Disclosure
Guidance and Transparency Rule 5.6.1R, Barclays PLC notifies the
market that as of 31 March 2022, Barclays PLC's issued share
capital consists of 16,762,006,768 Ordinary shares with voting
rights.
There
are no Ordinary shares held in Treasury.
The
above figure (16,762,006,768) may be used by shareholders (and
others with notification obligations) as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in,
Barclays PLC under the FCA's Disclosure Guidance and Transparency
Rules.
- Ends
-
For
further information, please contact:
|
Investor
Relations
|
Media
Relations
|
|
Chris
Manners
|
Jonathan
Tracey
|
|
+44
(0)20 7773 2136
|
+44
(0)20 7116 4755
|
|
|
|
Exhibit
No. 2
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Anna
Cross
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Deputy
Group Finance Director
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
The
trustee of the Barclays Group Share Incentive Plan notified
Barclays PLC that it acquired and now holds Shares on behalf of the
individual described above. The Shares acquired include
an allocation of Shares as matching shares.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.465
per share
|
68
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
For
further information please contact:
|
Investor
Relations
|
Media
Relations
|
|
Chris
Manners
|
Jonathan
Tracey
|
|
+
44 (0) 20 7773 2136
|
+44
(0)20 7116 4755
|
Exhibit
No. 3
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
Barclays
PLC (the "Company") announces the following transactions by persons
discharging managerial responsibility ("PDMRs") in ordinary shares
of the Company with a nominal value of 25 pence each ("Shares") of
which it was notified on 8 April:
1.
the reinvestment of the full year dividend for 2021 by Solium
Capital UK Limited in its capacity as administrator of the
Barclays' nominee service, the transaction having taken place on 7
April 2022; and
2.
the reinvestment of the full year dividend for 2021 by the trustee
of the Barclays Group Share Incentive Plan, the transaction having
taken place on 7 April 2022.
The
number of Shares received by PDMRs and the transaction price of
those Shares are as follows:
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Tushar
Morzaria
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Finance Director
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by Solium Capital UK Limited in
its capacity as administrator of the Barclays' nominee
service.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.415
per Share
|
83,541
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Anna
Cross
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Deputy
Group Finance Director
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by Solium Capital UK Limited in
its capacity as administrator of the Barclays' nominee
service.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.415
per Share
|
2,132
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Anna
Cross
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Deputy
Group Finance Director
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by the trustee of the Barclays
Group Share Incentive Plan.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.464
per Share
|
162
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Mark
Ashton-Rigby
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Operating Officer
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by the trustee of the Barclays
Group Share Incentive Plan.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.464
per Share
|
35
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Alistair
Currie
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Global
Head of Consumer Banking & Payments
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by Solium Capital UK Limited in
its capacity as administrator of the Barclays' nominee
service.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.415
per Share
|
10,696
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Laura
Padovani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by Solium Capital UK Limited in
its capacity as administrator of the Barclays' nominee
service.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.415
per Share
|
1,342
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Laura
Padovani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by the trustee of the Barclays
Group Share Incentive Plan.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.464
per Share
|
25
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Taalib
Shaah
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Risk Officer
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by the trustee of the Barclays
Group Share Incentive Plan.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.464
per Share
|
115
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Sasha
Wiggins
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Head of Public Policy and Corporate Responsibility
|
|
b)
|
Initial
notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description
of the financial instrument, type of instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature
of the transaction
|
Reinvestment
of the full year dividend for 2021 by the trustee of the Barclays
Group Share Incentive Plan.
|
|
c)
|
Price(s)
and volume(s)
|
Price(s)
|
Volume(s): Number
of Shares received
|
|
£1.464
per Share
|
209
|
|
d)
|
Aggregated
information
-
Aggregated volume
-
Price
|
Not
applicable
|
|
e)
|
Date
of the transaction
|
2022-04-07
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
For
further information please contact:
|
Investor
Relations
|
Media
Relations
|
|
Chris
Manners
|
Jonathan
Tracey
|
|
+44
(0) 20 7773 2136
|
+44
(0)20 7116 4755
|
Exhibit
No. 4
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
20
April 2022
PROPOSED PLACING OF APPROXIMATELY 63 MILLION ORDINARY SHARES IN
ABSA GROUP LIMITED ("ABSA")
Barclays today announces its intention to sell,
via its wholly owned subsidiary, Barclays Principal Investments
Limited, approximately 63 million ordinary shares (the
"Placing
Shares") in Absa (the
"Placing"), representing approximately 7.4% of Absa's
issued share capital. The Placing Shares are being offered to
institutional investors by way of an accelerated bookbuild placing,
which is open with immediate effect.
Barclays Bank PLC, acting through its investment
bank ("Barclays Investment
Bank") is acting as global
co-ordinator and bookrunner (the "Global
Co-ordinator"). Citigroup
Global Markets Limited ("Citigroup"), Absa Bank Limited, acting through its
Corporate and Investment Banking division ("Absa Bank"), Banco Santander, S.A. ("Santander") and Société Générale ("Société
Générale") are acting as
Co-Bookrunners (together with the Global Co-ordinator, the
"Banks").
Any
shares held in Absa by Barclays or its subsidiaries not sold in the
Placing will be subject to a lock-up restriction from today until
60 days after settlement. During this period, the lock-up
restriction may be waived with the consent of Barclays Investment
Bank and Citigroup (such consent not to be unreasonably withheld or
delayed).
The
final number of Placing Shares to be placed and the price per
Placing Share will be agreed by Barclays and the Banks at the close
of the bookbuild process, and the results of the Placing will be
announced as soon as practicable thereafter.
Barclays
will be entitled to receive and retain the gross dividend of 475
cents per share for the period ended 31 December 2021 in accordance
with Absa's declared dividend announcement of 14 March
2022.
Enquiries:
Barclays
Investor Relations:
Chris
Manners +44 (0)20 7773
2136
Barclays
Media Relations:
Jonathan
Tracey +44 (0)20 7116 4755
Barclays
Investment Bank (Global Co-ordinator and Bookrunner):
Manuel
Esteve +44 (0)20 3134 6646
Ben
Newmark +44 (0)20 7773 8300
Nikita
Turkin +44 (0)20 3134 8747
IMPORTANT NOTICE
IN
THIS ANNOUNCEMENT REFERENCES TO "BARCLAYS" ARE TO BARCLAYS
PRINCIPAL INVESTMENTS LIMITED IN ITS CAPACITY AS SELLER OF THE
PLACING SHARES AND TO BARCLAYS PLC.
THIS MESSAGE AND THE INFORMATION CONTAINED HEREIN
IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"). ANY SUCH SECURITIES MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES
AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN,
TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,
AUSTRALIAN OR JAPANESE SECURITIES LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT: (A) PERSONS
IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (REGULATION (EU)
2017/1129) (THE "EU PROSPECTUS
REGULATION"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO ARE (I) "INVESTMENT PROFESSIONALS"
SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE
ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) AND
(III) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF
THE PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED EU LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"UK
PROSPECTUS REGULATION").
THIS
ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES
CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE,
NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR
SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS
ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
BARCLAYS OR ANY OF THE BANKS OR ANY OF THEIR RESPECTIVE AFFILIATES
THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE
SECURITIES IN ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF
THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY BARCLAYS AND THE BANKS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE
RESTRICTIONS.
WITH RESPECT TO THE MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE EU
PROSPECTUS REGULATION (EACH A "RELEVANT
MEMBER STATE")
AND THE UNITED KINGDOM, NO ACTION HAS BEEN UNDERTAKEN OR WILL BE
UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE PLACING SHARES
REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER
STATE OR IN THE UNITED KINGDOM. AS A CONSEQUENCE, THE PLACING
SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE
PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION, AND,
WITH RESPECT TO THE UNITED KINGDOM, PURSUANT TO AN EXEMPTION UNDER
THE UK PROSPECTUS REGULATION, EACH AS AMENDED FROM TIME TO
TIME. NO
PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN
CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION TO BUY
SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF
PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE
RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY ANY OF
BARCLAYS OR THE BANKS OR ANY OF THEIR RESPECTIVE
AFFILIATES.
EACH
OF THE GLOBAL CO-ORDINATOR AND CITIGROUP IS AUTHORISED BY THE
PRUDENTIAL REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL
CONDUCT AUTHORITY AND PRUDENTIAL REGULATION AUTHORITY, AND ABSA
BANK IS REGULATED BY THE FINANCIAL SECTOR CONDUCT AUTHORITY AND THE
SOUTH AFRICAN RESERVE BANK, AND SANTANDER IS AUTHORISED AND
REGULATED BY THE BANK OF SPAIN AND SUBJECT TO SUPERVISION BY THE
BANK OF SPAIN AND BY THE EUROPEAN CENTRAL BANK AND TO LIMITED
REGULATION BY THE FCA AND THE PRA, AND SOCIÉTÉ GÉNÉRALE IS A FRENCH
CREDIT INSTITUTION (BANK), AUTHORISED AND SUPERVISED BY THE
EUROPEAN CENTRAL BANK (ECB) AND THE AUTORITÉ DE CONTRÔLE PRUDENTIEL
ET DE RÉSOLUTION (ACPR) (THE FRENCH PRUDENTIAL CONTROL AND
RESOLUTION AUTHORITY) AND REGULATED BY THE AUTORITÉ DES MARCHÉS
FINANCIERS (THE FRENCH FINANCIAL MARKETS REGULATOR) (AMF). EACH OF
THE BANKS IS ACTING FOR BARCLAYS ONLY IN CONNECTION WITH THE
PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN BARCLAYS
FOR PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE CLIENTS,
NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS
REFERRED TO IN THIS ANNOUNCEMENT.
THIS
ANNOUNCEMENT HAS BEEN ISSUED ON BEHALF OF AND IS THE SOLE
RESPONSIBILITY OF BARCLAYS. NO REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO
RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE BANKS OR
ANY OF THEIR RESPECTIVE AFFILIATES (EXCLUDING BARCLAYS) AS TO, OR
IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT
OR ANY STATEMENT MADE IN CONNECTION WITH THE MATTERS REFERRED TO
HEREIN, AND ANY LIABILITY (WHETHER ARISING IN TORT, CONTRACT OR
OTHERWISE) IS THEREFORE EXPRESSLY DISCLAIMED.
Exhibit
No. 5
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
21
April 2022
PLACING OF 63 MILLION ORDINARY SHARES IN ABSA GROUP LIMITED
("ABSA")
Further to the announcement released on 20
April 2022, Barclays, via its wholly owned subsidiary, Barclays
Principal Investments Limited, has agreed to
sell 63,072,651 ordinary shares in the capital of Absa
(the "Placing
Shares") (representing 7.4% of
Absa's issued share capital) at a price of ZAR 164.0 per share
through an accelerated bookbuild placing (the "Placing"), raising aggregate gross sale proceeds of
approximately ZAR 10,344 million (£526 million1).
The Placing is estimated to result in a pro forma increase of
approximately 10 basis points to the Barclays group's (the
"Group") CET1 ratio as at 31 December 2021 and a loss on
sale of £43 million through the income statement. Barclays has
reflected a gain of £121 million recorded through Other
Comprehensive Income representing the increase in value of the
shares in the period from 31 December 2021 to immediately prior to
the Placing on 20 April 2022.
Following
completion of the Placing, Barclays will hold 63 million ordinary
shares in Absa, representing approximately 7.4% of Absa's issued
share capital.
Barclays Bank PLC, acting through its investment
bank ("Barclays Investment
Bank") is acting as global
co-ordinator and bookrunner (the "Global
Co-ordinator"). Citigroup
Global Markets Limited ("Citigroup"), Absa Bank Limited, acting through its
Corporate and Investment Banking division ("Absa Bank"), Banco Santander, S.A. ("Santander") and Société Générale ("Société
Générale") are acting as
Co-Bookrunners (together with the Global Co-ordinator, the
"Banks").
All
of the remaining ordinary shares in Absa held by Barclays or its
subsidiaries not sold in the Placing are now subject to a lock-up
restriction, which applies until 60 days after settlement. During
this period, the lock-up restriction may be waived with the consent
of Barclays Investment Bank and Citigroup (such consent not to be
unreasonably withheld or delayed).
The
proceeds of the Placing are payable in cash on usual South African
settlement terms, and settlement of the Placing is expected to
occur on a T+3 basis on 26 April 2022, subject to the satisfaction
or waiver of certain customary conditions.
The
net proceeds of the Placing will be used for general corporate
purposes of the Group.
1Exchange
rate GBP/ZAR 19.651 as of 20 April 2022 (source:
Bloomberg)
Enquiries:
Barclays
Investor Relations:
Chris
Manners +44 (0)20 7773
2136
Barclays
Media Relations:
Jonathan
Tracey +44 (0)20 7116 4755
Barclays
Investment Bank (Global Co-ordinator and Bookrunner):
Manuel
Esteve +44 (0)20 3134 6646
Ben
Newmark +44 (0)20 7773 8300
Nikita
Turkin +44 (0)20 3134 8747
IMPORTANT NOTICE
IN
THIS ANNOUNCEMENT REFERENCES TO "BARCLAYS" ARE TO BARCLAYS
PRINCIPAL INVESTMENTS LIMITED IN ITS CAPACITY AS SELLER OF THE
PLACING SHARES AND TO BARCLAYS PLC.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED
HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"). ANY SUCH SECURITIES MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES
AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN,
TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR
FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA),
CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN,
AUSTRALIAN OR JAPANESE SECURITIES LAWS.
THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT: (A) PERSONS
IN MEMBER STATES OF THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE
MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (REGULATION (EU)
2017/1129) (THE "EU PROSPECTUS
REGULATION"); AND (B) IN THE
UNITED KINGDOM, PERSONS WHO ARE (I) "INVESTMENT PROFESSIONALS"
SPECIFIED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND/OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D)
OF THE ORDER (AND ONLY WHERE THE CONDITIONS CONTAINED IN THOSE
ARTICLES HAVE BEEN, OR WILL AT THE RELEVANT TIME BE, SATISFIED) AND
(III) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2 OF
THE PROSPECTUS REGULATION AS IT FORMS PART OF RETAINED EU LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"UK
PROSPECTUS REGULATION").
THIS
ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES
CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE,
NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE FOR
SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS
ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES IN CERTAIN
JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY
BARCLAYS OR ANY OF THE BANKS OR ANY OF THEIR RESPECTIVE AFFILIATES
THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE
SECURITIES IN ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF
THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL
RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY BARCLAYS AND THE BANKS TO INFORM
THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE
RESTRICTIONS.
WITH RESPECT TO THE MEMBER STATES
OF THE EUROPEAN ECONOMIC AREA WHICH HAVE IMPLEMENTED THE EU
PROSPECTUS REGULATION (EACH A "RELEVANT
MEMBER STATE")
AND THE UNITED KINGDOM, NO ACTION HAS BEEN UNDERTAKEN OR WILL BE
UNDERTAKEN TO MAKE AN OFFER TO THE PUBLIC OF THE PLACING SHARES
REQUIRING A PUBLICATION OF A PROSPECTUS IN ANY RELEVANT MEMBER
STATE OR IN THE UNITED KINGDOM. AS A CONSEQUENCE, THE PLACING
SHARES MAY ONLY BE OFFERED OR SOLD IN ANY RELEVANT MEMBER STATE
PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS REGULATION, AND,
WITH RESPECT TO THE UNITED KINGDOM, PURSUANT TO AN EXEMPTION UNDER
THE UK PROSPECTUS REGULATION, EACH AS AMENDED FROM TIME TO
TIME. NO
PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN
CONNECTION WITH THE PLACING. ANY INVESTMENT DECISION TO BUY
SECURITIES IN THE PLACING MUST BE MADE SOLELY ON THE BASIS OF
PUBLICLY AVAILABLE INFORMATION. SUCH INFORMATION IS NOT THE
RESPONSIBILITY OF AND HAS NOT BEEN INDEPENDENTLY VERIFIED BY ANY OF
BARCLAYS OR THE BANKS OR ANY OF THEIR RESPECTIVE
AFFILIATES.
EACH
OF THE GLOBAL CO-ORDINATOR AND CITIGROUP IS AUTHORISED BY THE
PRUDENTIAL REGULATION AUTHORITY AND REGULATED BY THE FINANCIAL
CONDUCT AUTHORITY AND PRUDENTIAL REGULATION AUTHORITY, AND ABSA
BANK IS REGULATED BY THE FINANCIAL SECTOR CONDUCT AUTHORITY AND THE
SOUTH AFRICAN RESERVE BANK, AND SANTANDER IS AUTHORISED AND
REGULATED BY THE BANK OF SPAIN AND SUBJECT TO SUPERVISION BY THE
BANK OF SPAIN AND BY THE EUROPEAN CENTRAL BANK AND TO LIMITED
REGULATION BY THE FCA AND THE PRA, AND SOCIÉTÉ GÉNÉRALE IS A FRENCH
CREDIT INSTITUTION (BANK), AUTHORISED AND SUPERVISED BY THE
EUROPEAN CENTRAL BANK (ECB) AND THE AUTORITÉ DE CONTRÔLE PRUDENTIEL
ET DE RÉSOLUTION (ACPR) (THE FRENCH PRUDENTIAL CONTROL AND
RESOLUTION AUTHORITY) AND REGULATED BY THE AUTORITÉ DES MARCHÉS
FINANCIERS (THE FRENCH FINANCIAL MARKETS REGULATOR) (AMF). EACH OF
THE BANKS IS ACTING FOR BARCLAYS ONLY IN CONNECTION WITH THE
PLACING AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN BARCLAYS
FOR PROVIDING THE PROTECTIONS OFFERED TO THEIR RESPECTIVE CLIENTS,
NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACING OR ANY MATTERS
REFERRED TO IN THIS ANNOUNCEMENT.
THIS
ANNOUNCEMENT HAS BEEN ISSUED ON BEHALF OF AND IS THE SOLE
RESPONSIBILITY OF BARCLAYS. NO REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO
RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE BANKS OR
ANY OF THEIR RESPECTIVE AFFILIATES (EXCLUDING BARCLAYS) AS TO, OR
IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT
OR ANY STATEMENT MADE IN CONNECTION WITH THE MATTERS REFERRED TO
HEREIN, AND ANY LIABILITY (WHETHER ARISING IN TORT, CONTRACT OR
OTHERWISE) IS THEREFORE EXPRESSLY DISCLAIMED.
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 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 BARCLAYS PLC'S FILINGS WITH THE US SECURITIES
EXCHANGE COMMISSION ("SEC") (INCLUDING, WITHOUT LIMITATION,
BARCLAYS PLC'S 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.
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