Barclays Bank PLC to Commence Rescission Offer
BBPLC is set to launch a rescission offer for eligible investors regarding $17.6 billion in securities issued beyond registered limits. The offer, commencing on August 1, 2022, will remain open for 30 U.S. business days, concluding on September 12, 2022. This action follows prior announcements on March 28 and May 23, 2022. The offer includes structured notes worth $14.8 billion and exchange-traded notes of $2.8 billion. Detailed terms will be outlined in a prospectus supplement filed with the SEC.
- Launch of rescission offer for $17.6 billion in securities shows commitment to investor protection.
- Eligible investors may receive significant proceeds from the rescission offer.
- The offer is a response to previous issues with securities being issued beyond registered amounts, which may signal regulatory scrutiny.
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BBPLC will make a rescission offer to eligible purchasers of c.U.S.
.6 billion of relevant securities issued in excess of registered amounts$17 -
BBPLC expects to commence the proposed rescission offer on
1 August 2022 , and the offer will be open for a period of 30 U.S. business days - The expected key terms of the proposed rescission offer are summarised in the Annex to this announcement
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The terms of the proposed rescission offer will be set forth in a prospectus supplement to be filed with the
U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the rescission offer
The Rescission Offer
BBPLC expects to offer to rescind the previous purchases of c.U.S.
The proposed rescission offer is expected to be made pursuant to a prospectus supplement under BBPLC’s shelf registration statement on Form F-3 filed with the
The terms of the proposed rescission offer, including a description of the relevant affected securities, the eligibility requirements for investors to accept the proposed rescission offer, and the rescission offer proceeds that are expected to be paid to eligible investors, will be set forth in the prospectus supplement. A summary of the expected key terms of the proposed rescission offer is included in the Annex to this announcement.
Securities subject to the Rescission Offer
A list of the CUSIPs of the relevant affected securities that will be subject to the proposed rescission offer can be accessed at https://communications.global.barclays/content/dam/communications-global-barclays/pdf/2022/06/ldnc047433a/Subject_Security_List.pdf.
Timing for the Commencement of the Rescission Offer
BBPLC expects to commence the proposed rescission offer on
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of Section 21E of the
Subject to BBPLC’s obligations under the applicable laws and regulations of any relevant jurisdiction, (including, without limitation, the
BBPLC has filed a registration statement (including a base prospectus) with the
Annex
Summary of Expected Key Terms of the Proposed Rescission Offer
Set out below is a summary of the expected key terms of the proposed rescission offer.
Entity to make the proposed rescission offer |
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Securities to be subject to the proposed rescission offer |
Structured notes and exchange traded notes to be listed and described in an appendix to the prospectus supplement (the “Subject Securities” and each a “Subject Security”) that were acquired by certain purchasers in a distribution from BBPLC through an underwriter or other distributor in certain transactions falling on or after the date on which the |
Anticipated timing of the proposed rescission offer |
BBPLC expects to commence the rescission offer on |
Documentation of the proposed rescission offer |
The proposed rescission offer will be made pursuant to a prospectus supplement under BBPLC’s 2022 shelf registration statement on Form F-3 filed with the |
Persons eligible to participate in the proposed rescission offer |
To be eligible to participate in the proposed rescission offer with respect to a given Subject Security, persons will be required to make representations and warranties and provide BBPLC with evidence to the following effects: |
1. To be deemed an “Eligible Current Investor”: |
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1.1. Such person purchased the relevant Subject Security during the Relevant Period in a distribution from BBPLC through an underwriter or other distributor;
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1.2. Such person still holds as of the date of the prospectus supplement, and will continue to hold (unless and until tendered through The Depository Trust Company’s Automated Tender Offer Program (“ATOP”) or repurchased by way of a secondary market trade, in each case pursuant to the proposed rescission offer) at the end of the proposed rescission offer period, the relevant Subject Security, free and clear of any liens, charges, claims, encumbrances, interests and restrictions of any kind; and
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1.3. The relevant Subject Security is not a Redeeming Subject Security or Maturing Subject Security (as defined below).
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Eligible Current Investors are referred to as “Initial Investors in Structured Notes” if they purchased a Subject Security that is a structured note (“Structured Note”) on its initial trade date, as indicated in the prospectus supplement.
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2. To be deemed an “Eligible Former Investor”:
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2.1. Such person purchased the relevant Subject Security during the Relevant Period in a distribution from BBPLC through an underwriter or other distributor; and
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2.2. Either: |
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a) Such person no longer holds the relevant Subject Security as of the date of the prospectus supplement and such Subject Security has either been (i) redeemed or matured at a loss, or (ii) sold at a loss, in each case, provided that such investor continuously held such relevant Subject Security until the time of redemption, maturity or sale, as applicable; or
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b) Such person still holds the relevant Subject Security at the date of the prospectus supplement, and will continue to hold it until it is redeemed or reaches its maturity, in each case at a loss, on or before |
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Eligible Current Investors and Eligible |
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The following investors will not be considered Eligible Investors for purposes of the proposed rescission offer in respect of |
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Evidence of eligibility |
BBPLC will accept the following documentation as evidence of meeting the eligibility requirements to participate in the proposed rescission offer:
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1. For |
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2. For |
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a) Account statement(s) reflecting the purchase and purchase price information of the relevant Subject Security, and demonstrating the continued holding of such Subject Security until the date of the prospectus supplement;
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b) Receipt, transaction or trade confirmation statement reflecting BBPLC, or an underwriter or other distributor who purchased the Subject Security in a distribution from BBPLC, as a principal seller of the relevant Subject Security, and evidencing that such Subject Security was acquired during the Relevant Period.
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3. For |
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a) Account statement(s) reflecting the purchase and purchase price information of the relevant Subject Security, and the subsequent sale, redemption or maturity (and sale, redemption or maturity price information) of such Subject Security before the date of the prospectus supplement and the continued holding of such Subject Security until the time of sale, redemption or maturity, as applicable;
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b) Receipt, transaction or trade confirmation statement reflecting BBPLC, or an underwriter or other distributor who purchased the Subject Security in a distribution from BBPLC, as a principal seller of the Subject Security, and evidencing that such Subject Security was acquired during the Relevant Period;
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c) Confirmation of the Subject Security being sold, redeemed or matured, on such investor’s broker’s or account manager’s official letterhead, detailing the sale, redemption or maturity price;
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d) Tax documents, such as |
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e) Daily trade logs reflecting the history of the purchase and sale of the relevant Subject Security.
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Further, by accepting the proposed rescission offer, all Eligible Investors will be deemed to have made certain representations, warranties and acknowledgments to, and agreements with, BBPLC, as described in the prospectus supplement. |
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Expected rescission offer proceeds |
Eligible Investors who validly accept the proposed rescission offer are expected to receive the following rescission offer proceeds:
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1. For |
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2. For |
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The indicative rescission offer proceeds that are expected to be paid to |
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FAQ
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