TIDMBARC
RNS Number : 0649R
Barclays PLC
25 June 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S.
PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
25 June 2020
BARCLAYS PLC
ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR CASH
Barclays PLC (the "Issuer") has today launched an invitation to
the holders of the EUR 1,500,000,000 1.875 per cent. Notes due
March 2021 (ISIN XS1385051112) (the "Notes") to tender their
outstanding Notes for purchase by the Issuer for cash up to a
maximum aggregate principal amount of EUR500,000,000 in aggregate
principal amount of Notes (the "Maximum Acceptance Amount") (the
"Offer"), subject to applicable offer and distribution
restrictions.
The Offer is being made on the terms and subject to the
conditions set out in a tender offer memorandum dated 25 June 2020
(the "Tender Offer Memorandum") and is subject to the offer and
distribution restrictions set out below and more fully described in
the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
The Offer
ISIN / Aggregate
Description of Common Principal Purchase Maximum Acceptance
Notes Code Amount Outstanding Yield (1) Amount
------------------ ------------- -------------------- --------------- -------------------
EUR 1,500,000,000 XS1385051112 EUR1,500,000,000 0.00 per cent. Subject as
1.875 per cent. / 138505111 set out in
Notes due March the Tender
2021 Offer Memorandum,
EUR500,000,000
in aggregate
principal
amount of
Notes
On the terms and subject to the conditions contained in the
Tender Offer Memorandum, the Issuer invites Noteholders (subject to
the Offer and Distribution Restrictions contained herein and more
fully described in the Tender Offer Memorandum) to tender their
Notes for repurchase by the Issuer at the Purchase Price together
with Accrued Interest.
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 to
amend or waive any of the terms and conditions of the Offer in any
manner (including, but not limited to, purchasing more than the
Maximum Acceptance Amount), subject to applicable laws and
regulations.
Tenders of Notes for purchase must be made to the Issuer in
accordance with the procedures set out in the Tender Offer
Memorandum. The Issuer intends to announce, inter alia, its
decision whether to accept valid tenders of Notes for purchase
pursuant to the Offers in an announcement expected to be made on 2
July 2020.
Notes repurchased by the Issuer pursuant to the Offer will be
cancelled and will not be re-issued or re-sold. Notes which have
not been validly submitted and accepted for purchase pursuant to
the Offer will remain outstanding.
1 For information purposes only - the price payable by the
Issuer for the Notes validly tendered in the Offer and accepted for
purchase by the Issuer will be determined in the manner described
in "Purchase Price and Accrued Interest Payment" below and assuming
the Settlement Date is 6 July 2020, the Purchase Price will be
101.336 per cent. Should the Settlement Date be postponed, the
Purchase Price will be recalculated and will be announced, for
information purposes only, as provided in "Announcements"
below.
Rationale for the Offer
The Offer is made as part of the Issuer's ongoing management of
its liabilities, in this particular instance as the Notes have
ceased to qualify as eligible liabilities items under the CRD
Regulation as they have a residual maturity of less than 12 months.
The Issuer intends to continue issuing senior unsecured and
subordinated liabilities in all major currency markets. The Offer
is not conditional upon any future capital markets issuance.
"CRD Regulation" means Regulation (EU) No. 575/2013 on
prudential requirements for credit institutions and investment
firms of the European Parliament and of the Council of 26 June
2013, as amended or replaced from time to time (including as
amended by Regulation (EU) 2019/876 of the European Parliament and
of the Council of 20 May 2019, to the extent then in application)
or similar laws in the United Kingdom.
Purchase Price and Accrued Interest Payment
In respect of any Notes validly tendered and accepted by the
Issuer for purchase pursuant to the Offer, the price payable by the
Issuer per EUR1,000 in principal amount of the Notes (the "Purchase
Price"), will be determined by reference to a fixed purchase yield
of 0.00 per cent. (the "Purchase Yield"). The Purchase Price in
respect of the Notes is intended to reflect a yield to maturity of
the Notes on the Settlement Date based on the Purchase Yield,
determined in accordance with market convention. Specifically, the
Purchase Price will equal (i) the value of all remaining payments
of principal and interest on the Notes up to and including the
Maturity Date, discounted to the Settlement Date at a discount rate
equal to the Purchase Yield, minus (ii) the Accrued Interest.
In respect of any Notes accepted for purchase, the Issuer will
also pay accrued and unpaid on such Notes from, and including, 23
March 2020 to, but excluding, the Settlement Date.
Maximum Acceptance Amount
If the Issuer decides, in its sole and absolute discretion, to
accept valid tenders of Notes pursuant to the Offer, it will accept
for purchase the Notes up to the Maximum Acceptance Amount. The
Issuer reserves the right, in its sole and absolute discretion, to
purchase more Notes than the Maximum Acceptance Amount, subject to
applicable law.
In the event that Tender Instructions are received in respect of
an aggregate principal amount of Notes which is greater than the
Maximum Acceptance Amount, such Tender Instructions will be
accepted (subject to the terms and conditions set out in the Tender
Offer Memorandum) on a pro rata basis.
Acceptance of Tender Instructions and pro-ration
Notes validly submitted for tender may be accepted subject to
pro-ration (if any). In the event that the aggregate principal
amount of Notes represented by the Tender Instructions received is
greater than the Maximum Acceptance Amount, such Tender
Instructions will be accepted (subject to the conditions set out in
the Tender Offer Memorandum) on a pro rata basis.
Such pro rata allocations will be calculated in relation to the
Notes by multiplying the aggregate principal amount of the Notes
represented by each Tender Instruction subject to pro-ration by a
factor derived from (i) the Maximum Acceptance Amount divided by
(ii) the aggregate principal amount of the Notes validly tendered
in the Offer (subject to adjustment to allow for the aggregate
principal amount of Notes accepted for purchase, following the
rounding of Tender Instructions as set out below, to equal the
Maximum Acceptance Amount). Each tender of Notes reduced in this
manner will be rounded down to the nearest EUR1,000 in aggregate
principal amount, provided that no Notes tendered pursuant to any
Offer will be accepted for purchase in this manner where the
acceptance of prorated Notes would result in a Noteholder (i)
transferring Notes to the Issuer in an aggregate principal amount
which is less than EUR100,000, or (ii) continuing to hold a
residual amount of Notes in an aggregate principal amount which is
less than EUR100,000.
Expected Timetable of Events
This is an indicative timetable showing one possible outcome for
the timing of the Offer based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Issuer in accordance with the
terms of the Offer as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date Action
25 June 2020 Commencement of the Offer
Offer announced. Tender Offer Memorandum available from the Dealer Manager and the Tender
Agent.
1 July 2020 Expiration Deadline
4:00 p.m. London tim Deadline for receipt by the Tender Agent of all Tender Instructions in order for Noteholders
e to be able to participate in the Offer.
2 July 2020 Announcement of Results of the Offer
The Issuer will announce its decision of whether to accept valid tenders of Notes for
purchase
pursuant to any or all of the Offer (including, if applicable, the Settlement Date), the
Purchase
Price, the pro-ration factor (if any) and the results of the Offer in accordance with the
methods set out below.
6 July 2020 Settlement Date
Expected Settlement Date. Payment of Purchase Price and Accrued Interest Payment in respect
of the Offer.
Unless stated otherwise, announcements in connection with the
Offer will be made (i) by publication through RNS and/or (ii) by
the delivery of notices to the Clearing Systems for communication
to Direct Participants. Such announcements may also be (i) made on
the relevant Reuters International Insider Screen or (ii) made by
the issue of a press release to a Notifying News Service. Copies of
all announcements, notices and press releases can also be obtained
from the Tender Agent, the contact details for whom are set out
below. Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the
course of the Offer. In addition, Noteholders may contact the
Dealer Manager for information using the contact details set out
below.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above. See "Procedures for Participating in the Offer" in the
Tender Offer Memorandum
For Further Information:
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Further details about
the transaction can be obtained from:
The Dealer Manager
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Telephone: +44 (0) 20 3134 8515
Email: eu.lm@barclays.com
Attention: Liability Management Group
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0) 20 7704 0880
Email: barclays@lucid-is.com
Attention: David Shilson
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
This announcement is released by Barclays PLC and contains
information that qualified as inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"),
encompassing information relating to the Offer described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Miray
Muminoglu on behalf of Barclays PLC.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt
as to the action it should take, it is recommended to seek its own
legal, tax, accounting and financial advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor,
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 or intermediary
must contact such entity if it wishes to participate in the Offer.
None of the Issuer, the Dealer Manager or the Tender 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.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any
other materials relating to the Offer constitutes an invitation to
participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities
laws. The distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by each
of the Issuer, the Dealer Manager and the Tender Agent to inform
themselves about and to observe any such restrictions.
General
Neither this announcement, the Tender Offer Memorandum 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 such offer or
solicitation is unlawful. In those jurisdictions where the
securities, 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 the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
Each Noteholder participating in the Offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in "Procedures for
Participating in the Offer" in the Tender Offer Memorandum. Any
tender of Notes for purchase pursuant to the Offer from a
Noteholder that is unable to make these representations will not be
accepted.
Each of the Issuer, the Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to the Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
United States
The Offer is not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "U.S. Person")).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to a U.S. Person and
the Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from or within or by persons located
or resident in the United States or by any U.S. Person. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by a person located in the
United States or to a U.S. Person, by any person acting for the
account or benefit of a U.S. Person, or by any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States or for
a U.S. Person will be invalid and will not be accepted.
Each Noteholder participating in the Offer will represent that
it is not a U.S. Person located in the United States and is not
participating in the Offer from the United States, or it is acting
on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in the
Offer from the United States and who is not a U.S. Person. For the
purposes of this and the above paragraph, "United States" means the
United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer is not being made, and such documents and/or materials have
not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order")) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Offers are not being made, directly or indirectly, in the
Republic of France ("France") other than to qualified investors
(investisseurs qualifiés) as defined in Article L.411-2 1deg of the
French Code monétaire et financier. Neither this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offers. This announcement, the Tender Offer
Memorandum and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Italy
None of the Offer, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer have been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the "Issuers
Regulation").
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offer through authorised
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Offer.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENEAPKSAEEEEEA
(END) Dow Jones Newswires
June 25, 2020 04:45 ET (08:45 GMT)
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