TIDMBARC TIDM96ES
RNS Number : 3579G
Barclays PLC
24 November 2020
FOR DISTRIBUTION ONLY (A) IN THE UNITED STATES, TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") (AS DEFINED IN RULE 144A UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")), AND (B) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN
"U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE SECURITIES ACT).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
BARCLAYS PLC
(Incorporated with limited liability in England and Wales,
registered number 00048839)
AND
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales,
registered number 1026167)
Notice to holders of outstanding Securities - Amendment
This announcement amends the announcement entitled "Notice to
holders of outstanding Securities" made at 07.37 a.m. on 23
November 2020 under RNS no. 0947G (the "Original Announcement") and
reference should be made to this announcement.
The Record Date set out in the "Indicative Timetable For The
Consent Solicitations" in the Original Announcement, in respect of
the Issuer's U.S.$1,000,000,000 6.86 per cent. Callable Perpetual
Core Tier One Notes (the "USD TONs") held through the Depository
Trust Company ("DTC"), contained an error. The correct Record Date
is 7 December 2020.
The correct text in relation to the Record Date is to be read as
follows:
7 December 2020 Record Date
3. Record Date for the Omnibus Proxy of DTC,
with respect to the USD TONs held through
DTC. For USD TONs held through DTC, only
Holders holding Securities as of the Record
Date are entitled to exercise voting rights
with respect to the relevant Extraordinary
Resolution.
The full corrected text of the announcement is shown in the
Appendix to this announcement.
Holders should contact the following for a copy of the Consent
Solicitation Memorandum or for further information:
The Solicitation Agent
Barclays Bank PLC (in its capacity as Solicitation Agent), 5 The
North Colonnade, London E14 4BB, United Kingdom
(Attention: Liability Management Group, Telephone: +44 20 3134
8515, Email: eu.lm@barclays.com )
The Tabulation Agent
Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk,
London WC1H 8HA, United Kingdom
(Attention: Arlind Bytyqi / Jacek Kusion, Telephone: +44 20 7704
0880, Email: barclays@lucid-is.com )
This Notice is given by:
BARCLAYS PLC AND BARCLAYS BANK PLC
Dated 24 November 2020
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum (as defined below). The Consent
Solicitation Memorandum contains important information which should
be read carefully before any decision is made with respect to any
Consent Solicitation. If any Holder is in any doubt as to the
action it should take or is unsure of the impact of the
implementation of the Consent Solicitations or the relevant
Extraordinary Resolution, it is recommended to seek its own
financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Securities 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 relevant Consent Solicitation or otherwise vote
in respect of the relevant Extraordinary Resolution. None of the
Issuers, the Solicitation Agent, the Tabulation Agent, the
Trustees, the Registrars or the Principal Paying Agents makes any
recommendation whether Holders should participate in the relevant
Consent Solicitation or otherwise vote in respect of the relevant
Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
APPIX
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.
FOR DISTRIBUTION ONLY (A) IN THE UNITED STATES, TO QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") (AS DEFINED IN RULE 144A UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")), AND (B) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN
"U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE SECURITIES ACT).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
BARCLAYS PLC
(Incorporated with limited liability in England and Wales,
registered number 00048839)
("Barclays" and an "Issuer")
AND
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales,
registered number 1026167)
("Barclays Bank" and an "Issuer", together with Barclays, the
"Issuers")
to all holders of the outstanding securities listed in the table
on the following page
(each a "Series" and, together, the "Securities")
The Issuers have today given a Notice of Separate Holder
Meetings (the "Notice of the Meetings") in respect of the
Securities for the purpose of soliciting consent from the Holders
to the modification of the terms and conditions (the "Conditions")
of the relevant Series and consequential or related amendments to
the transaction documents for the relevant Series of Securities
such that: (A) in the case of the MREL Notes, the Sterling TONs,
the RCIs and the Sterling Undated FRNs Series 3 (each as defined
below), (i) upon the occurrence of an Index Cessation Event (as
defined in the Consent Solicitation Memorandum) in respect of the
six-month sterling London Inter Bank Offered Rate ("LIBOR") (or
three-month sterling LIBOR, in the case of the RCIs and the
Sterling Undated FRNs Series 3): (a) such basis is replaced by a
Sterling Overnight Index Average ("SONIA") reference rate or a
SONIA linked mid-swap rate (in the case of the MREL Notes); (b) an
adjustment is made to reflect the economic difference between the
LIBOR and SONIA rates (using the methodology for such adjustments
contained in the ISDA IBOR Fallback Supplement (as defined in the
Consent Solicitation Memorandum)) and (c) the margin applicable to
each such Series of Securities remains unaltered; (ii) new
fallbacks relating to SONIA are included; and (iii) further new
fallbacks are included if a Benchmark Event occurs or there is a
Successor Rate (in each case, as defined in the Consent
Solicitation Memorandum) with respect to SONIA (or LIBOR, if the
relevant Index Cessation Event has not occurred); or (B) in the
case of the USD TONs, the Junior Undated FRNs, the USD Undated FRNs
Series 1, the USD Undated FRNs Series 2 (each as defined below),
new fallbacks in line with the ARRC LIBOR Fallbacks (as defined in
the Consent Solicitation Memorandum) are included if a Benchmark
Transition Event and its related Benchmark Replacement Date occur
(in each case, as defined in the Consent Solicitation Memorandum)
with respect to LIBOR, as proposed by each of the Issuers in
relation to their respective Series, for approval by a separate
extraordinary resolution of the holders of each such Series (each
an "Extraordinary Resolution"), all as further described in the
consent solicitation memorandum dated 23 November 2020 (the
"Consent Solicitation Memorandum") (each such invitation a "Consent
Solicitation" and together, the "Consent Solicitations").
In light of the ongoing developments in relation to the
Coronavirus (COVID-19), and current guidance issued by the UK
Government, it may become impossible or inadvisable to hold each
relevant Meeting at a physical location. Accordingly, in accordance
with the provisions of the relevant Trust Deed, the relevant Issuer
has requested that the relevant Trustee prescribe appropriate
regulations regarding the holding of the relevant Meeting via
teleconference. Each separate Meeting convened by the Issuer will
be held by teleconference platform on 16 December 2020. The Issuer
will take appropriate steps to ensure that only those who would
otherwise be entitled to attend and vote at a physical meeting will
be entitled to attend the teleconference.
No consent fee will be payable in connection with any Consent
Solicitation.
THE SECURITIES
Outstanding Principal
ISIN Issuer Description principal amount Trustee Paying Agent Registrar
-------------- --------------- --------------------- ------------------- -------------- ---------------- --------------
XS1695301900 Barclays PLC GBP1,000,000,000 2.375 GBP1,000,000,000 The Bank of New The Bank of The Bank of
per cent. Reset Notes York Mellon, New York New York
due 2023 (the "MREL London Branch Mellon, Mellon SA/NV,
Notes") London Branch Luxembourg
Branch
XS0150052388 Barclays Bank GBP400,000,000 6.000 GBP12,539,000 The Bank of New The Bank of N/A
PLC per cent. Callable York Mellon New York
Perpetual Core Tier Mellon,
One Notes (the London Branch
"Sterling TONs")
XS0155141830 Barclays Bank U.S.$1,000,000,000 U.S.$178,630,000 The Bank of New The Bank of The Bank of
and PLC 6.86 per cent. York Mellon New York New York
US06738CAG42 Callable Perpetual Mellon, Mellon
Core Tier One Notes London Branch
(the "USD TONs")
XS0248675364 Barclays Bank GBP500,000,000 5.3304 GBP35,373,000 The Bank of New The Bank of N/A
PLC per cent. Step-up York Mellon New York
Callable Perpetual Mellon,
Reserve Capital London Branch
Instruments (the
"RCIs")
GB0000784164 Barclays Bank U.S.$600,000,000 U.S.$37,940,000 Sun Insurance The Bank of N/A
PLC Junior Undated (1) Office Limited New York
Floating Rate Notes Mellon,
(the "Junior Undated London Branch
FRNs")
GB0000779529 Barclays Bank U.S.$600,000,000 U.S.$121,230,000 Apex Corporate The Bank of N/A
PLC Undated Floating Rate (2) Trustees (UK) New York
Primary Capital Notes Limited Mellon,
(the "USD Undated FRNs London Branch
Series
1")
GB0000777705 Barclays Bank U.S.$1,200,000,000 U.S.$254,130,000 Apex Corporate The Bank of N/A
PLC Undated Floating Rate (3) Trustees (UK) New York
Primary Capital Notes Limited Mellon,
Series 2 (the "USD London Branch
Undated
FRNs Series 2")
XS0015014615 Barclays Bank GBP200,000,000 Undated GBP20,500,000 Apex Corporate The Bank of N/A
PLC Floating Rate Primary Trustees (UK) New York
Capital Notes Series 3 Limited Mellon,
(the "Sterling Undated London Branch
FRNs Series 3")
(1) The outstanding principal amount in relation to this Series
excludes U.S.$93,990,000 of the Series, which has been held by a
subsidiary of the Issuer, and is not outstanding for the purpose of
this Consent Solicitation. This subsidiary has now surrendered
those securities to the Issuer, which has issued an irrevocable
instruction for their cancellation.
(2) The outstanding principal amount in relation to this Series
excludes U.S.$45,410,000 of the Series, which has been held by a
subsidiary of the Issuer, and is not outstanding for the purpose of
this Consent Solicitation. This subsidiary has now surrendered
those securities to the Issuer, which has issued an irrevocable
instruction for their cancellation.
(3) The outstanding principal amount in relation to this Series
excludes U.S.$41,070,000 of the Series, which has been held by a
subsidiary of the Issuer, and is not outstanding for the purpose of
this Consent Solicitation. This subsidiary has now surrendered
those securities to the Issuer, which has issued an irrevocable
instruction for their cancellation.
1. NOTICE OF THE MEETINGS IN RESPECT OF THE SECURITIES
The Notice of the Meetings will be available for viewing at the
following website:
http://www.rns-pdf.londonstockexchange.com/rns/3579G_1-2020-11-24.pdf
2. INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATIONS
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitations, which will
depend, among other things, on timely receipt (and non revocation)
of instructions, the rights of the relevant Issuer (where
applicable) to extend, waive any condition of, amend and/or
terminate any- Consent Solicitations (other than the terms of the
relevant Extraordinary Resolution) as described in the Consent
Solicitation Memorandum and the passing of each Extraordinary
Resolution at the initial Meeting for the relevant Series.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date/Time Action
---------- -------
23 November Announcement of Consent Solicitations
2020 1. Notice of the Meetings to be delivered to
(At least 21 the Clearing Systems.
clear days before Notice of the Meetings released through the
the Meetings) regulatory news service of the London Stock
Exchange.
Electronic copies of the Consent Solicitation
Memorandum and electronic copies of the other
Holder Information (as defined in the Notice
of the Meetings) to be available upon request
from the Principal Paying Agent and the Tabulation
Agent.
From this date, Holders (i) in the case of
Securities held through Euroclear and Clearstream,
Luxembourg, may arrange for Securities held
by Clearstream, Luxembourg and/or Euroclear
in their accounts to be blocked in such accounts
and held to the order and under the control
of the Principal Paying Agent or relevant
Registrar (as applicable) in order to obtain
a form of proxy (or a document to that effect)
or give valid Consent Instructions or Ineligible
Holder Instructions, to the Tabulation Agent
and (ii) in the case of the USD TONs held
through DTC, may arrange for the relevant
USD TONs held by DTC in their accounts to
be blocked in such accounts and held to the
order and under the control of the relevant
Registrar in order to obtain a Form of Sub-Proxy
(or a document to that effect) or give Ineligible
Holder Instructions in the form of an Ineligible
Holder Form of Sub-Proxy, to the Tabulation
Agent
24 November 2. Notice of the Meetings published in the Financial
2020 Times in London in relation to the meetings
in respect of the USD TONs, the Junior Undated
FRNs, the USD Undated FRNs Series 1, the
USD Undated FRNs Series 2 and the Sterling
Undated FRNs Series 3.
7 December 2020 Record Date
3. Record Date for the Omnibus Proxy of DTC,
with respect to the USD TONs held through
DTC. For USD TONs held through DTC, only
Holders holding Securities as of the Record
Date are entitled to exercise voting rights
with respect to the relevant Extraordinary
Resolution.
11 December Expiration Deadlines
to 15 December 4. The relevant Consent Solicitation will expire,
2020 in respect of:
(Depending on (i) the MREL Notes, at 5.00 p.m. (London
the Series of time) on 11 December 2020;
Securities in (ii) the Sterling TONs, at 11.15 a.m. (London
respect of which time) on 14 December 2020;
Consent Solicitations (iii) the RCIs, at 11.30 a.m. (London time)
are being submitted) on 14 December 2020;
(iv) the Junior Undated FRNs, at 11.45 a.m.
(London time) on 14 December 2020;
(v) the USD Undated FRNs Series 1, at 12.00
p.m. (London time) on 14 December 2020;
(vi) the USD Undated FRNs Series 2, at 12.15
p.m. (London time) on 14 December 2020;
(vii) the Sterling Undated FRNs Series 3,
at 12.30 p.m. (London time) on 14 December
2020; and
(viii) the USD TONs, at 12.45 p.m. (London
time) (07.45 a.m. (New York time)) on 15
December 2020,
(each such time and date an "Expiration Deadline"
and together, the "Expiration Deadlines").
5. The respective Expiration Deadlines are the
final times by which Holders can arrange:
(i) for receipt by the Tabulation Agent of
valid Consent Instructions, Ineligible Holder
Instructions, Forms of Sub-Proxy or Ineligible
Holder Forms of Sub-Proxy (as applicable);
(ii) (in the case of all of Securities (other
than USD TONs held through DTC)) to obtain
a form of proxy (or a document to that effect)
from the Principal Paying Agent or relevant
Registrar (as applicable) in order to appoint
a proxy to attend (via teleconference) and
vote at the relevant Meeting; or
(iii) (in the case of USD TONs held through
DTC) to appoint the Tabulation Agent (or
its nominee) as proxy to attend (via teleconference)
and vote at the relevant Meeting.
Consent Instructions, Ineligible Holder Instructions,
Forms of Sub-Proxy or Ineligible Holder Forms
of Sub-Proxy (as applicable) received by
the Tabulation Agent after the relevant Expiration
Deadline will not count towards the voting
at the relevant Meeting and the Tabulation
Agent shall not be appointed as proxy for
such Holders to attend the relevant Meeting
and to vote in respect of the Extraordinary
Resolution in respect of the relevant Securities.
This will also be the deadline for making
any other arrangements to attend (via teleconference)
or be represented or to vote at the relevant
Meeting.
6. The Expiration Deadlines are also the final
times by which Holders can give notice to
the Tabulation Agent (via the relevant Clearing
Systems) and the relevant Registrar or the
Principal Paying Agent (as applicable) of
any intended revocation of, or amendment
to, Consent Instructions, Ineligible Holder
Instructions, Forms of Sub-Proxy or Ineligible
Holder Forms of Sub-Proxy previously given
by them.
From 11.00 a.m. Holders' Meetings Held
(London time) 7. The initial Meeting in respect of:
on 16 December
2020
(i) MREL Notes will commence at 11.00 a.m.
(London time);
(ii) Sterling TONs will commence at 11.15
a.m. (London time) or after the completion
of the MREL Notes Meeting (whichever is later);
(iii) RCIs will commence at 11.30 a.m. (London
time) or after the completion of the Sterling
TONs Meeting (whichever is later);
(iv) Junior Undated FRNs will commence at
11.45 a.m. (London time) or after the completion
of the RCIs Meeting (whichever is later);
(v) USD Undated FRNs Series 1 will commence
at 12.00 p.m. (London time) or after the
completion of the Junior Undated FRNs Meeting
(whichever is later);
(vi) USD Undated FRNs Series 2 will commence
at 12.15 p.m. (London time) or after the
completion of the USD Undated FRNs Series
1 (whichever is later);
(vii) USD Undated FRNs Series 3 will commence
at 12.30 p.m. (London time) or after the
completion of the USD Undated FRNs Series
2 Meeting (whichever is later); and
(viii) USD TONs will commence at 12.45 p.m.
(London time) (7.45 a.m. (New York time))
or after the completion of the USD Undated
FRNs Series 3 Meeting (whichever is later).
If the relevant Extraordinary Resolution is passed at the relevant
Meetings:
Announcement of results of Meetings
As soon as reasonably 8. Announcement of (i) the results of the Meetings
practicable and (ii) if the relevant Extraordinary Resolution
after the Meetings is passed, satisfaction (or not) of the Eligibility
Condition released on the regulatory news
service of the London Stock Exchange.
Notice published in the Financial Times in
London in relation to the results of the
Consent Solicitations of the USD TONs, the
Junior Undated FRNs, the USD Undated FRNs
Series 1, the USD Undated FRNs Series 2 and
the Sterling Undated FRNs Series 3.
Delivery of notice of (i) the results of
the Meetings and (ii) if the relevant Extraordinary
Resolution is passed, satisfaction (or not)
of the Eligibility Condition to the Clearing
Systems for communication to their account
holders.
Effective Date 9. If the relevant Extraordinary Resolution
is passed at the relevant initial Meeting
(or at a subsequent adjourned Meeting) and
the Eligibility Condition is satisfied, the
relevant Supplemental Trust Deed and any
other relevant ancillary documentation will
be executed by the relevant Issuer and the
relevant Trustee and any other relevant parties
thereto (as applicable) and the modifications
to the Conditions of the relevant Series
described in the Consent Solicitation Memorandum
will be implemented with effect from the
Effective Date.
If a quorum is not achieved at a Meeting or the quorum is
achieved and the relevant Extraordinary Resolution is passed but
the Eligibility Condition is not satisfied, such Meeting shall be
adjourned and the adjourned Meeting of Holders for that Series will
be held at a date as will be notified to the Holders in the notice
of the adjourned Meeting.
Any adjourned Meeting will be held in accordance with the terms
of the relevant Trust Deed. If the Extraordinary Resolution is
passed at such adjourned Meeting and the Eligibility Condition is
satisfied in respect of the relevant Series, the relevant
Supplemental Trust Deed and any other relevant ancillary
documentation will be executed by the relevant Issuer, the relevant
Trustee and the other relevant parties thereto (as applicable) and
the modifications with respect to such Series described in the
Consent Solicitation Memorandum will be implemented on the
Effective Date. The Effective Date is subject to change in the case
of an adjourned meeting.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Securities when such
intermediary would need to receive instructions from a Holders in
order for that Holders to be able to participate in, or revoke
their instruction to participate in, the relevant Consent
Solicitation before the deadlines specified above. The deadlines
set by any such intermediary and each Clearing System for the
submission and revocation of Consent Instructions or Forms of
Sub-Proxy may be earlier than the relevant deadlines specified
above.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
DOCUMENTS AVAILABLE FOR INSPECTION
Electronic copies of (i) the Consent Solicitation Memorandum,
(ii) the Notice of the Meetings, (iii) the current drafts of each
Supplemental Trust Deed and (iv) any other ancillary documents
being provided pursuant to the relevant Proposal will be available
for inspection by Holders, upon request from the date of this
Notice from the Principal Paying Agent and the Tabulation Agent
during normal business hours on any week day (public holidays
excepted) up to and including the date of the relevant Meeting,
provided that, in each case a Holder will be required to produce
evidence satisfactory to the Principal Paying Agent or the
Tabulation Agent (as applicable) as to his or her status as a
Holder before being provided with copies of the Holder
Information.
Holders should contact the following for further
information:
The Solicitation Agent
Barclays Bank PLC (in its capacity as Solicitation Agent), 5 The
North Colonnade, London E14 4BB, United Kingdom
(Attention: Liability Management Group, Telephone: +44 20 3134
8515, Email: eu.lm@barclays.com )
The Tabulation Agent
Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk,
London WC1H 8HA, United Kingdom
(Attention: Arlind Bytyqi / Jacek Kusion, Telephone: +44 20 7704
0880, Email: barclays@lucid-is.com )
The Principal Paying Agent
The Bank of New York Mellon, London Branch, One Canada Square,
London E14 5AL, United Kingdom
(Attention: Conventional Debt Team 1, Email:
corpsov1@bnymellon.com )
The Registrars
The Bank of New York Mellon, 240 Greenwich Street, New York, New
York 10286l
(Attention: Conventional Debt Team 1, Email:
corpsov1@bnymellon.com )
The Bank of New York Mellon SA/NV, Luxembourg Branch, Vertigo
Building - Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg
(Attention: CT Corporate Admin, Email: LUXMB_SPS@bnymellon.com
)
This Notice is given by:
BARCLAYS PLC AND BARCLAYS BANK PLC
Dated 23 November 2020
This announcement is released by each of Barclays PLC and
Barclays Bank 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 and by Gregor McMillan on behalf of Barclays Bank PLC.
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to any Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitations or the relevant Extraordinary Resolution, it
is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Securities 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 relevant
Consent Solicitation or otherwise vote in respect of the relevant
Extraordinary Resolution. None of the Issuers, the Solicitation
Agent, the Tabulation Agent, the Trustees, the Registrars or the
Principal Paying Agents makes any recommendation whether Holders
should participate in the relevant Consent Solicitation or
otherwise vote in respect of the relevant Extraordinary
Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
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
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END
MSCLZLFLBFLZFBK
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