Barclays Bank PLC Announces Commencement of Cash Tender Offer and Consent Solicitation
Barclays Bank PLC has initiated a cash tender offer to buy back its iPath S&P GSCI Crude Oil Total Return Index ETNs, maturing August 14, 2036. The offer began on October 28, 2022, and expires on November 30, 2022. The purchase price will be 102% of the Closing Indicative Note Value on the expiration date, indicating a 2% premium. Noteholders who validly tender their ETNs will consent to an amendment allowing Barclays to redeem all outstanding notes. The notes not tendered will remain active and subject to amended terms.
- Initiation of cash tender offer for iPath S&P GSCI Crude Oil ETNs.
- Purchase price includes a 2% premium over the Closing Indicative Note Value.
- If the Closing Index Level declines, the purchase price may be significantly lower than expected.
- Notes not tendered may trade at a discount or may be influenced negatively by amended terms.
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
The Offer and Consent Solicitation commence on
The purchase price per Note validly tendered in the Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase (the “Purchase Price”) will be equal to
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If the Noteholders of a majority in aggregate principal amount of the Notes have validly tendered (and have not validly withdrawn) their Notes as of the Expiration Deadline, the related indenture (the “Indenture”) and the global certificate with respect to the Notes (the “Global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 (the “Valuation Date”) specified by the Issuer in the redemption notice. The “Redemption Date” will be the fifth Business Day after the Valuation Date. The amendment described in this paragraph is referred to as the “Proposed Amendment”.
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, subject to the Issuer’s right to redeem the outstanding Notes if the Proposed Amendment becomes effective. 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 the Premium Payment or any amount in excess of the Closing Indicative Note Value on the Valuation Date of such redemption.
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
Because the Offer will expire at
If a Noteholder who holds its Notes through a custodian or other Intermediary desires to tender or withdraw tender of its Notes
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 an amount in
Because the Closing Indicative Note Value is calculated based on the closing level (the “Closing Index Level”) of the S&P GSCI® Crude Oil Total Return Index (Bloomberg ticker: SPGSCLTR) (the “Index”), if the Closing Index Level has declined as of the Expiration Date, the Purchase Price may be significantly less than it would otherwise have been had the Purchase Price been determined at a time prior to such decline or after the level of the Index has recovered. 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 lower than the trading price of the Notes on the Expiration Date.
Unless the Offer is extended or early terminated by the Issuer, the Purchase Price will be publicly announced by the Issuer by press release and will be available at www.ipathetn.com/oilnf at or prior to approximately
Expected Timetable of Events
The times and dates below are indicative only.
Time and Date |
Event |
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Commencement of the Offer and Consent Solicitation
Offer and Consent Solicitation announced.
Statement available from the Dealer Manager. |
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Price Announcement Time
The Dealer Manager will calculate the Purchase Price for the Notes, which is equal to
Unless the Offer is extended or early terminated by the Issuer, the Purchase Price will be publicly announced by the Issuer by press release and will be available at www.ipathetn.com/oilnf at or prior to approximately |
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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.
Because the normal business hours of DTC’s ATOP system are from
Noteholders should carefully review the specific procedures for tendering Notes in the Statement under the section entitled “Procedures for Participating in the Offer.” |
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Announcement of Result of 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.” |
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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 under the section entitled “Procedures for Participating in the Offer.”
For Further Information
A complete description of the terms and conditions of the Offer is set out in the Statement. Copies of the Statement are available at www.ipathetn.com/oilnf. Further details about the transaction can be obtained from:
The Dealer Manager
Telephone: +1 212-528-7990
Attn: Barclays ETN Desk
Email: etndesk@barclays.com
The Tender Agent
The Bank of New York Mellon
Attn: Debt Restructuring Services
Telecopy no. +44 20 7964 2536
Email: debtrestructuring@bnymellon.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 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 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 or the Tender 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 British universal bank. We are diversified by business, by different types of customers and clients, and by geography. Our businesses include consumer banking and payments operations around the world, as well as a full-service corporate and investment bank. For further information about Barclays, please visit our website www.barclays.com.
Selected Risk Considerations
An investment in the 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 change 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 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
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 commodity markets, the
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 funds. The ETNs can therefore experience greater volatility than other funds or investments.
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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. Sales in the secondary market may result in significant losses.
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
© 2022
NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE |
View source version on businesswire.com: https://www.businesswire.com/news/home/20221028005243/en/
Press Contact:
+1 212 526 1472
Ann.Thielke@barclays.com
Source:
FAQ
What is the cash tender offer by Barclays Bank PLC regarding BCS and WIL?
What is the purchase price for the ETNs in the Barclays tender offer?
When does the cash tender offer for the iPath ETNs expire?
What happens to notes not tendered in the Barclays tender offer?