a8304h
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
December
07, 2020
Barclays Bank PLC
(Name
of Registrant)
1 Churchill Place
London E14 5HP
England
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F.
Form
20-F x Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No
x
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b):
This
Report on Form 6-K is filed by Barclays Bank PLC.
This
Report comprises:
Information
given to The London Stock Exchange and furnished pursuant
to
General
Instruction B to the General Instructions to Form 6-K.
EXHIBIT
INDEX
Tender Offer to
Noteholders dated 07 December 2020
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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BARCLAYS
BANK PLC
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|
(Registrant)
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Date:
December 07, 2020
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By: /s/
Garth Wright
--------------------------------
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Garth
Wright
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Assistant
Secretary
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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 ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT
December 7, 2020
BARCLAYS BANK PLC ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR
CASH
Barclays Bank PLC (the "Issuer") has today launched an invitation to holders
(the "Noteholders") of the notes set out in the table below (the
"Notes") issued by the Issuer to tender the Notes up to
an aggregate principal amount of US$1,000,000,000 (the
"Maximum
Principal Amount") for purchase
by the Issuer for cash (the "Offer"), subject to applicable offer and distribution
restrictions.
The Offer is being made on the terms and subject to the conditions
and restrictions set out in a tender offer memorandum dated
December 7, 2020 (the "Tender Offer
Memorandum"). Capitalized
terms used and not otherwise defined in this announcement have the
meanings given to them in the Tender Offer
Memorandum.
The Offer
Description
of the Notes
___________________
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CUSIP/ISIN
________________________
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Aggregate
Principal Amount Outstanding
__________________________________
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Maximum
Principal Amount
_________________________________
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Tender
Consideration(1)
________________________
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Early
Tender Payment(1)
___________________
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Total
Consideration(1)
________________________
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7.625%
Contingent Capital Notes due November 2022
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06740L8C2
/ US06740L8C27
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US$3,000,000,000
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US$1,000,000,000
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US$1,075
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US$50
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US$1,125
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(1)
Per US$1,000 principal amount of the Notes accepted for
purchase.
If the purchase of the Notes validly tendered in the Offer would
cause the Issuer to purchase an aggregate principal amount of Notes
in excess of the Maximum Principal Amount, the Issuer will prorate
the Notes accepted on the Early Settlement Date or on the Final
Settlement Date, as applicable, in accordance with the Acceptance
Priority Procedures, as described in the Tender Offer Memorandum.
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, to increase the
Maximum Principal Amount and to amend or waive any of the terms and
conditions of the Offer in any manner, subject to applicable laws
and regulations.
Tenders of Notes for purchase must be made through the
Clearing Systems 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 Offer in an announcement
following the Early Tender Date and the Expiration
Deadline.
Notes validly tendered may be withdrawn at any time prior to the
Withdrawal Date, but not thereafter.
Rationale for the Offer
The Offer is made as part of the Issuer's ongoing management of its
liabilities, providing the Noteholders with an opportunity to have
their Notes repurchased while maintaining a prudent approach to the
management of the Group's capital position. The Group will continue
to meet all of its capital requirements irrespective of the outcome
of the Offer. The Group 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.
Total Consideration, Tender Consideration and Accrued Interest
Payment
Subject to the Minimum Denomination, the Total Consideration for
each US$1,000 principal amount of the Notes validly tendered and
accepted for purchase by the Issuer pursuant to the Offer is set
forth in the table above under the heading "Total Consideration"
(the "Total
Consideration").
The "Tender
Consideration" is equal to the
Total Consideration minus an amount in cash equal to the amount set
forth in the table above under the heading "Early Tender Payment"
(the "Early
Tender Payment"). The
Issuer will pay accrued and unpaid interest in respect of all Notes
validly tendered and delivered and accepted for purchase by the
Issuer pursuant to the Offer, from and including November 21, 2020
up to, but excluding, such applicable Settlement Date. For the
avoidance of doubt, accrued and unpaid interest on the Notes will
cease to accrue on the Early Settlement Date or the Final
Settlement Date, as applicable, in respect of any Notes accepted
for purchase in the Offer.
Noteholders who validly tender and do not validly withdraw their
Notes on or prior to the Early Tender Date, will be eligible to
receive the Total Consideration. Noteholders who validly tender
their Notes after the Early Tender Date, but on or prior to the
Expiration Deadline, will be eligible to receive the Tender
Consideration.
Tender Offer Period
The Offer commences on December 7, 2020 and will end at 11:59 p.m.
(New York City time), on January 5, 2021 (the "Expiration
Deadline"), unless extended by
the Issuer, in which case notification to that effect will be given
by or on behalf of the Issuer by the delivery of notices to
the relevant Clearing Systems for communication to Direct
Participants and the issue of a press release to the Notifying News
Service and the Additional News Service. Such press release will
also be furnished to the SEC under cover of Form 6-K on the date of
the press release.
Noteholders wishing to participate in the Offer must deliver, or
arrange to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Early
Tender Date or the Expiration Deadline, as applicable.
Expected Timetable of Events
The times and dates below are indicative only. 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.
Time and Date
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Event
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December 7,
2020
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Commencement of the Offer
Offer
announced.
Tender
Offer Memorandum available from the Dealer Manager and the Tender
Agent.
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5:00
p.m. (New York City time),on December 18, 2020
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Early Tender Date
Deadline
for Noteholders to tender Notes pursuant to the Offer in order to
be eligible to receive the Total Consideration and Accrued Interest
Payment. Each Noteholder that validly tenders its Notes prior to
the Early Tender Date and does not validly withdraw such Notes on
or prior to the Withdrawal Date will be eligible to receive the
Total Consideration and Accrued Interest Payment.
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5:00
p.m. (New York City time),on December 18,
2020
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Withdrawal Date
Noteholders
may validly withdraw Notes validly tendered at any time prior to
the Withdrawal Date.
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December 22,
2020
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Early Settlement Date
If the
Issuer elects to exercise the Early Settlement Right, promptly
after the acceptance by the Issuer for purchase of the Notes
validly tendered before the Early Tender Date and not validly
withdrawn on or prior to the Withdrawal Date, assuming that all
conditions of the Offer have been satisfied, or where applicable,
waived by the Issuer, the Issuer expects the Early Settlement Date
to be on December 22, 2020, unless the Early Tender Date
is extended by the Issuer in its sole discretion.
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11:59
p.m. (New York City time),on January 5, 2021
|
Expiration Deadline
Deadline
for receipt by the Tender Agent of all Tender Instructions in order
for Noteholders to be able to participate in the Offer and to be
eligible to receive the Tender Consideration and any Accrued
Interest Payment on the Final Settlement Date.
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January
7, 2021
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Final Settlement Date
Expected
Final Settlement Date. Payment of the Tender Consideration and any
Accrued Interest in respect of all Notes validly tendered on or
prior to the Expiration Deadline (or after the Early Tender Date
and on or prior to the Expiration Deadline, if the Issuer elects to
exercise the Early Settlement Right) and accepted for purchase
pursuant to the Offer.
|
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
withdrawal is permitted) withdraw 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 Capital Inc.
745 Seventh Avenue
New
York, New York 10019
United States
Telephone: +1 (212) 528-7581
US Toll Free Number: +1 (800) 438-3242
Attention: Liability Management Group
Email: us.lm@barclays.com
The Tender Agent
Global Bondholder Services Corporation
65 Broadway - Suite 404
New
York, New York 10006
United
States
Telephone:
+1 (212) 430-3774
U.S.
Toll Free Number: +1 (866) 470-4300
Fax:
+1 (212) 430-3775
Attention:
Corporation Actions
Email: contact@gbsc-usa.com
A copy of the Tender Offer
Memorandum is available to eligible persons upon request from the
Tender Agent and at https://www.gbsc-usa.com/barclays/.
This announcement is released by 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 Gregor McMillan, Managing Director,
Barclays International Treasury on behalf of Barclays Bank
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 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. 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.
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
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.
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
"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 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 authorized 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
This announcement, Tender Offer Memorandum and any other document
or material relating to the Offer have only been and shall only be
distributed in France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129. This announcement, the
Tender Offer Memorandum and any other document or material relating
to the Offer have not been and will not be submitted for clearance
to nor approved by the Autorité des marchés
financiers.
Italy
Neither the Offer, the Tender Offer Memorandum, this announcement
nor any other documents or materials relating to the Offer has been
or will be submitted to the clearance procedure of
the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations.
The Offer is being carried out in the Republic of Italy
("Italy") as an exempted offer pursuant to article
101-bis, paragraph 3-bis of 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.
Noteholders, or beneficial owners of the Notes located in Italy can
tender some or all of their Notes pursuant to the Offer through
authorized 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 September 1, 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.