Barclays Bank PLC (the “Issuer”) announced today that it
has commenced a cash tender offer (the “Offer”) to purchase
any and all of its iPath® S&P GSCI® Crude Oil Total Return
Index ETNs due August 14, 2036 (Ticker: OILNF/CUSIP:
06738C760/ISIN: US06738C7609) (the “Notes” or the
“ETNs”) and a solicitation of consents (the “Consent
Solicitation”) from holders of the Notes (the
“Noteholders”) to amend certain provisions of the Notes as
described below (the “Proposed Amendment”), subject to
applicable offer and distribution restrictions. Noteholders who
validly tender (and do not validly withdraw) their Notes will be
deemed to have consented to the Proposed Amendment under the
Consent Solicitation.
Key Terms of the Offer and Consent Solicitation
The Offer and Consent Solicitation are being made on the terms
and subject to the conditions and restrictions set out in the Offer
to Purchase and Consent Solicitation Statement dated August 31,
2020 (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
Statement.
The Offer and Consent Solicitation commences on August 31, 2020
and will expire at 3:00 p.m., New York City time, on September 30,
2020 (the “Expiration Deadline”), unless extended or early
terminated by the Issuer, in which case notification to that effect
will be given by or on behalf of the Issuer in accordance with the
methods set out in the Statement.
The purchase price is equal to $50, approximately 121.73% of the
Closing Indicative Note Value on August 28, 2020, which reflects a
premium of approximately 21.73% to the Closing Indicative Note
Value on such date. The Closing Indicative Note Value for each
trading day is published at www.ipathetn.com/oilnf. On September
30, 2020 (the “Expiration Date”), the Closing Indicative
Note Value will be published shortly after 2:30 p.m., New York City
time.
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
Consent Solicitation and to amend or waive any of the terms and
conditions of the Offer and Consent Solicitation in any manner,
subject to applicable laws and regulations.
If the Noteholders of a majority in aggregate principal amount
of the Notes have validly tendered (and have not validly withdrawn)
their Notes as of the Expiration Deadline, the related indenture
(the “Indenture”) and the global certificate with respect to
the Notes (“Global Certificate”) will be amended promptly
following the Expiration Date to provide the Issuer with the right
to redeem, in its sole discretion, all, but not less than all, of
the outstanding Notes on the Redemption Date for a cash payment per
Note equal to the Closing Indicative Note Value on the valuation
date (“Valuation Date”) specified by the Issuer in the
redemption notice. The “Redemption Date” will be the fifth
Business Day after the Valuation Date.
Notes purchased by the Issuer pursuant to the Offer will be
immediately cancelled. Notes that have not been validly tendered
and/or accepted for purchase pursuant to the Offer will remain
outstanding after the Settlement Date. After the Proposed Amendment
becomes effective, the Notes that are not tendered, or that are not
accepted for payment pursuant to the Offer, will be subject to the
amended terms of the Indenture and the Global Certificate. The
Issuer currently intends to effectuate the Proposed Amendment
promptly after the Expiration Date and redeem all outstanding Notes
shortly after the Proposed Amendment becomes effective. The payment
upon redemption to Noteholders may be greater than or less than the
Purchase Price pursuant to the Offer but will not include any
amount in excess of the Closing Indicative Note Value on the
Valuation Date.
How to Tender or Withdraw Tender of Your Notes
Noteholders who wish to tender or withdraw tenders of their
Notes in the Offer must do so by contacting their respective
broker, dealer or other person who is shown in the records of the
Depository Trust Company (“DTC”) as a Noteholder of the
Notes (the “Intermediary”) and instructing their broker or
dealer to arrange for the transfer their Notes through DTC’s
Automated Tender Offer Program (“ATOP”), subject to the
terms and procedures of that system.
The Issuer intends to announce, inter alia, its decision whether
to accept valid tenders of Notes for purchase pursuant to the Offer
in an announcement following the Expiration Deadline.
Purchase Price
The Purchase Price per Note validly tendered in the Offer (and
not validly withdrawn) prior to the Expiration Deadline and
accepted for purchase will be equal to $50 and will be payable on
the Settlement Date, unless the offer is extended, re-opened or
early terminated.
Because the Closing Indicative Note Value is calculated based
on the closing level of the S&P GSCI® Crude Oil Total
Return Index (Bloomberg ticker: SPGSCLTR) (the “Index”), if the
closing level of the Index has increased as of the Expiration Date,
the Purchase Price may be less, or significantly less, than the
Closing Indicative Note Value on the Expiration Date. In addition,
the Notes may trade at a substantial premium to or discount from
the Closing Indicative Note Value. Accordingly, the Purchase
Price may be higher than the Closing Indicative Note Value but
lower than the trading price of the Notes on the Expiration
Date.
The Offer and Consent Solicitation will expire at 3:00 p.m.,
New York City time, on the Expiration Date, which is prior to the
respective scheduled closing times of the trading markets for the
Notes and the futures contracts underlying the Index. The value of
the Notes may fluctuate, perhaps significantly, if markets are
experiencing volatility during the period leading up to the
Expiration Deadline, and Noteholders may not have sufficient time
to validly tender, or validly withdraw tenders of, the Notes, in
response to any such fluctuations. In addition, the daily
settlement price of each futures contract underlying the Index is
determined at or prior to 2:30 p.m., New York City time, on each
trading day. S&P Dow Jones Indices LLC, which is responsible
for calculating, publishing and maintaining the Index, suspends
real-time calculation of the intraday level of the Index following
the initial determination of the daily settlement price (subject to
adjustment to reflect any late settlement of relevant futures
contracts), even though the futures contracts underlying the Index
might continue to trade on their markets. As a result, the intraday
indicative note value (which reflects the most recently published
intraday level of the Index) will not reflect any trading in the
futures contracts underlying the Index that might take place after
2:30 p.m. Therefore, after 2:30 p.m., the intraday indicative note
value is likely to differ from the value of the Notes that would be
determined if real-time trading data of the futures contracts were
used in the calculation. Consequently, the trading price of the
Notes is likely to diverge from the intraday indicative note value
after 2:30 p.m., particularly if there is a significant price
movement in the futures contracts during this time period.
Expected Timetable of Events
The times and dates below are indicative only.
Time and Date
Event
August 31, 2020
Commencement of the Offer and Consent
Solicitation Period
Offer and Consent Solicitation announced.
The Purchase Price per Note is equal to $50.
The Statement is available from Barclays
Capital Inc. (“Dealer Manager”) and D.F. King & Co.,
Inc. (“Tender Agent” and “Information Agent”).
3:00 p.m. (New York City time) on
September 30, 2020
Expiration Deadline
The deadline for Noteholders to validly
tender (and not validly withdraw) their Notes in order to
participate in the Offer and to be eligible to receive the Purchase
Price on the Settlement Date. Noteholders who validly tender (and
do not validly withdraw) their Notes will be deemed to have
consented to the Proposed Amendment under the Consent
Solicitation.
Noteholders may validly withdraw tenders
of their Notes at any time prior to the Expiration Deadline, but
not thereafter. Noteholders who validly withdraw tenders of their
Notes will be deemed to have withdrawn their consents to the
Proposed Amendment under the Consent Solicitation. Noteholders may
not consent to the Proposed Amendment in the Consent Solicitation
without tendering the Notes and may not revoke consents without
withdrawing the previously tendered Notes to which such consents
relate.
Noteholders should carefully review the
specific procedures for tendering Notes in the Statement under the
section entitled “Procedures for Participating in the Offer.”
October 1, 2020
Announcement of Result of the Offer and
Consent Solicitation
The Issuer will announce its decision
whether to accept valid tenders of Notes for purchase pursuant to
the Offer (including, if applicable, the expected Settlement Date
for the Offer) and the results of the Offer and the Consent
Solicitation in accordance with the methods set out in the
Statement as provided in the section entitled “Terms and Conditions
of the Offer and Consent Solicitation.”
October 2, 2020
Settlement
Expected Settlement Date. Payment of the
Purchase Price in respect of the Offer.
Any Noteholder whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company, nominee or other
Intermediary should promptly contact such entity if it wishes to
tender or withdraw tenders of its Notes in the Offer. Such
Intermediaries may have deadlines for participating in the Offer
prior to the Expiration Deadline or other deadlines specified
above. Noteholders should carefully review the specific procedures
for tendering Notes in the Statement in the section entitled
“Procedures for Participating in the Offer.”
For Further Information
The prospectus for the ETNs can be accessed at
www.ipathetn.com/OILNFprospectus. A complete description of the
terms and conditions of the Offer is set out in the Statement.
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 Attn: ETN Desk Telephone: 1-212-528-7990
Email: etndesk@barclays.com
The Tender Agent and Information Agent
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York,
NY 10005 Attention: Andrew Beck Telephone: 1-866-796-1291 Fax:
212-709-3328 Email: barclaysoilETN@dfking.com
DISCLAIMER
This announcement must be read in conjunction with the
Statement. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Statement contain important information, which
must be read carefully before any decision is made with respect to
the Offer and 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 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 Offer and Consent
Solicitation. None of the Issuer, the Dealer Manager, 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 Offer and Consent
Solicitation.
General
Neither this announcement, the Statement 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 the Offer or
solicitation is unlawful. In those jurisdictions where the Notes,
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 such Dealer Manager or such
affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction. None of the Issuer, the Dealer Manager, 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 Notes in the Offer. In
addition, each Noteholder participating in the Offer will be deemed
to give certain representations in respect of the other
jurisdictions referred to below and generally as set out in the
Statement under the section entitled “Procedures for Participating
in the Offer.” Any tender of Notes for purchase pursuant to the
Offer from a Noteholder that is unable to make these
representations will not be accepted.
About Barclays
Barclays is a transatlantic consumer and wholesale bank offering
products and services across personal, corporate and investment
banking, credit cards and wealth management, with a strong presence
in our two home markets of the UK and the US.
With over 325 years of history and expertise in banking,
Barclays operates in over 40 countries and employs approximately
83,500 people. Barclays moves, lends, invests and protects money
for customers and clients worldwide. For further information about
Barclays, please visit our website www.barclays.com.
Selected Risk Considerations
An investment in the iPath 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 applicable prospectus supplement and pricing supplement.
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
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.
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, 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
investments. The ETNs can therefore experience greater volatility
than other investments.
A Trading Market for the ETNs May Not Develop: Although the ETNs
are listed on a U.S. national securities exchange, a trading market
for the ETNs may not develop and 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.
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.
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.© 2020 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/20200831005362/en/
Danielle Popper +1 212 526 5963 Danielle.Popper@barclays.com
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