TIDM96ES
RNS Number : 9105I
Barclays Bank PLC
16 December 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 BANK PLC
(Incorporated with limited liability in England and Wales,
registered number 1026167)
(the "Issuer")
to all holders of the outstanding securities of the Issuer
listed below
U.S.$1,200,000,000 Undated Floating Rate Primary Capital Notes
Series 2 ISIN: GB0000777705
GBP400,000,000 6.000 per cent. Callable Perpetual Core Tier One
Notes ISIN: XS0150052388
U.S.$1,000,000,000 6.86 per cent. Callable Perpetual Core Tier
One Notes ISIN: XS0155141830 and US06738CAG42
(each a "Series" and, together, the "Securities")
On 23 November 2020, the Issuer (and Barclays PLC with respect
to its securities) announced an invitation to Holders of certain
securities, including of each Series of Securities, to consent to
the approval by Extraordinary Resolution at the relevant Meeting,
of the modifications referred to in the relevant Extraordinary
Resolution set out in the Notice of the Meeting previously notified
to Holders in accordance with the terms of the relevant Trust Deed.
The Extraordinary Resolution for each Series relates to the
relevant Proposal to make certain amendments to the method of
calculating any interest payable in respect of such Series due to
the expected discontinuation of LIBOR, as further described in the
consent solicitation memorandum dated 23 November 2020 (the
"Consent Solicitation Memorandum").
The Issuer has today given a Notice of Separate Holder Adjourned
Meetings in respect of the Securities following the adjournment of
each separate Meeting held on 16 December 2020 due to lack of
quorum.
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 adjourned Meeting at a physical location. Accordingly, in
accordance with the provisions of the relevant Trust Deed, the
Issuer has requested that the relevant Trustee prescribe
appropriate regulations regarding the holding of the relevant
adjourned Meeting via teleconference. Each separate adjourned
Meeting convened by the Issuer will be held by teleconference
platform on the dates set out in this announcement. 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.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
1. NOTICE OF THE ADJOURNED MEETINGS IN RESPECT OF THE SECURITIES
The Notice of Separate Holder Adjourned Meetings will be
available for viewing at the following website:
http://www.rns-pdf.londonstockexchange.com/rns/9105I_1-2020-12-16.pdf
2. SUMMARY OF ADJOURNED MEETING PROCEDURES
Instructions submitted prior to the time and date of this
announcement and in accordance with the Consent Solicitation
Memorandum shall remain effective. Any Holder may elect to revoke
any Consent Instruction, Ineligible Holder Instructions, Form of
Sub-Proxy or Ineligible Form of Sub-Proxy (as applicable)
previously submitted in respect of the relevant Consent
Solicitation provided such revocation is validly made and received
by the Tabulation Agent and the Principal Paying Agent or Registrar
(as applicable) on or prior to the relevant Adjourned Expiration
Deadline (as defined below).
No consent fee will be payable in connection with the Consent
Solicitations.
3. INDICATIVE TIMETABLE FOR THE ADJOURNED MEETINGS
Set out below is an indicative timetable showing one possible
outcome for the timing of the Adjourned Meetings and Consent
Solicitations, which will depend, among other things, on timely
receipt (and non-revocation) of instructions, the rights of the
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 adjourned Meeting for the relevant
Series. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date/Time Action
----------------------- ------------------------------------------------------------------
16 December Notices of Adjourned Meetings
2020 1. Notice of the adjourned Meetings to be delivered
(At least 10 to the Clearing Systems.
or 21 clear Notice of the adjourned Meetings released
days before through the regulatory news service of the
the adjourned London Stock Exchange.
Meetings, as Electronic copies of the Consent Solicitation
applicable) Memorandum and electronic copies of the other
Holder Information (as defined in the Notice
of Separate Holder Adjourned Meetings) available
upon request from the Principal Paying Agent
and the Tabulation Agent.
From this date, Holders (who have not previously
made the relevant arrangements in connection
with the initial Meeting) (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 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 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.
17 December 2. Notice of the adjourned Meetings published
2020 in the Financial Times in London in relation
to the adjourned meetings in respect of the
USD TONs and the USD Undated FRNs Series
2.
13 January to Adjourned Expiration Deadlines
14 January 2021 3. The relevant Consent Solicitation will expire,
(Depending on in respect of:
the Series of (i) the USD Undated FRNs Series 2, at 12.15
Securities in p.m. (London time) on 13 January 2021;
respect of which (ii) the Sterling TONs, at 12.30 p.m. (London
Consent Solicitations time) on 13 January 2021; and
are being submitted) (iii) the USD TONs, at 12.45 p.m. (London
time) (7.45 a.m. (New York time)) on 14 January
2021,
(each such time and date an "Adjourned Expiration
Deadline" and together, the "Adjourned Expiration
Deadlines").
4. The respective Adjourned 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 Registrar
(as applicable) in order to appoint a proxy
to attend (via teleconference) and vote at
the relevant adjourned 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 adjourned 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 Adjourned
Expiration Deadline will not count towards
the voting at the relevant adjourned Meeting
and the Tabulation Agent shall not be appointed
as proxy for such Holders to attend the relevant
adjourned 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
adjourned Meeting.
5. The Adjourned Expiration Deadlines are also
the final times by which Holders can give
notice to the Tabulation Agent (via the relevant
Clearing Systems) and the 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 12.15 p.m. Holders' Adjourned Meetings Held
(London time) 6. The adjourned Meeting in respect of:
on 15 January (i) USD Undated FRNs Series 2 will commence
2021 at 12.15 p.m. (London time);
(ii) Sterling TONs 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
(iii) USD TONs will commence at 12.45 p.m.
(London time) (7.45 a.m. (New York time))
or after the completion of the Sterling TONs
Meeting (whichever is later).
If the relevant Extraordinary Resolution is passed at the relevant
adjourned Meetings:
Announcement of results of adjourned Meetings
As soon as reasonably 7. Announcement of (i) the results of the adjourned
practicable Meetings and (ii) if the relevant Extraordinary
after the Meetings Resolution 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 and
the USD Undated FRNs Series 2.
Delivery of notice of (i) the results of
the adjourned 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 8. If the relevant Extraordinary Resolution
is passed at the relevant adjourned Meeting
and the Eligibility Condition is satisfied,
the relevant Supplemental Trust Deed and
any other relevant ancillary documentation
will be executed by the 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 on or around
15 January 2021, being the Effective Date
applicable to such Securities.
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, Ineligible
Holder Instructions, Forms of Sub-Proxy or Ineligible Forms of
Sub-Proxy (as applicable) may be earlier than the relevant
deadlines specified above.
DOCUMENTS AVAILABLE FOR INSPECTION
Electronic copies of (i) the Consent Solicitation Memorandum,
(ii) the Notice of the Adjourned Meetings, (iii) the current drafts
of each relevant Supplemental Trust Deed and (iv) any other
ancillary documents being provided pursuant to the relevant
Proposal are available for inspection by Holders, upon request 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 adjourned 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.
Further information relating to the relevant Consent
Solicitations can be obtained directly from the Solicitation Agent
or the Tabulation Agent:
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, 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 Registrar
The Bank of New York Mellon, 240 Greenwich Street, New York, New
York 10286l
(Attention: Conventional Debt Team 1, Email:
corpsov1@bnymellon.com )
This Notice is given by:
BARCLAYS BANK PLC
Dated 16 December 2020
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 relevant
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 relevant Consent Solicitation 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.
None of the Issuer, the Solicitation Agent, the Tabulation Agent,
the Trustees, the Registrar or the Principal Paying Agent expresses
any opinion about the terms of the relevant Consent Solicitation or
the relevant Extraordinary Resolution. 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 Issuer, the Solicitation
Agent, the Tabulation Agent, the Trustees, the Registrar or the
Principal Paying Agent 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.
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END
ROMKKABKOBDDNBD
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December 16, 2020 13:27 ET (18:27 GMT)
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