TIDM78MM
RNS Number : 5967T
Barclays Bank PLC
25 July 2022
25 July 2022
Barclays Bank PLC
("BBPLC")
BBPLC to Commence Rescission Offer
-- BBPLC will make a rescission offer to eligible purchasers of
c.U.S.$17.6 billion of relevant securities issued in excess of
registered amounts
-- 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
-- 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
Further to its announcements on 28 March 2022 and 23 May 2022,
BBPLC today makes the following announcement:
The Rescission Offer
BBPLC expects to offer to rescind the previous purchases of
c.U.S.$17.6 billion of certain affected securities that were issued
in excess of registered amounts under BBPLC's U.S. shelf
registration statements. Such securities consist of c.U.S.$14.8
billion of structured notes and c.U.S.$2.8 billion of
exchange-traded notes.
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 SEC on 23 May 2022.
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 1
August 2022. The proposed rescission offer will be open for a
period of 30 U.S. business days and expire at 5.00 p.m., Eastern
Daylight Time, on 12 September 2022.
-S -
For further information, please contact:
Investor Relations Media Relations
Chris Manners Jon Tracey
+44 (0) 20 7773 2136 +44 (0) 20 7116 4755
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and Section 27A of the U.S. Securities Act of 1933, as
amended, with respect to BBPLC. BBPLC cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results or other financial condition or performance
measures could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements sometimes use words
such as 'may', 'will', 'seek', 'continue', 'aim', 'anticipate',
'target', 'projected', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'achieve' or other words of similar meaning.
These statements are based on the current beliefs and expectations
of BBPLC's management and are subject to significant risks and
uncertainties. Actual outcomes may differ materially from those
expressed in the forward-looking statements. Factors that could
impact BBPLC's future financial condition and performance are
identified in BBPLC's filings with the SEC (including, without
limitation, BBPLC's Annual Report on Form 20-F for the financial
year ended 31 December 2021, as amended, which is available on the
SEC's website at www.sec.gov).
Subject to BBPLC's obligations under the applicable laws and
regulations of any relevant jurisdiction, (including, without
limitation, the UK and the U.S.), in relation to disclosure and
ongoing information, we undertake no obligation to update publicly
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
BBPLC has filed a registration statement (including a base
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the base
prospectus for this offering in that registration statement and
other documents BBPLC has filed with the SEC for more complete
information about BBPLC and this offering. You may get these
documents for free by searching the SEC online database (EDGAR) at
www.sec.gov. Alternatively, you may obtain a copy of the base
prospectus from BBPLC by calling toll-free 1-888-227-2275
(extension 7-7990).
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 Barclays Bank PLC ("BBPLC")
the proposed
rescission offer
Securities Structured notes and exchange traded notes to
to be subject be listed and described in an appendix to the
to the proposed prospectus supplement (the "Subject Securities"
rescission offer 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 Subject Securities were
first offered to the public, but prior to and
excluding the date of the prospectus supplement
(the "Relevant Period"). A list of the Subject
Securities can be found at
https://communications.global.barclays/content/dam/communications-global-barclays/pdf/2022/06/ldnc
047433a/Subject_Security_List.pdf
.
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Anticipated BBPLC expects to commence the rescission offer
timing of the on 1 August 2022. The rescission offer will
proposed expire 30 U.S. business days later at 5.00 p.m.,
rescission Eastern Daylight Time , on 12 September 2022
offer (the "Expiration Date").
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Documentation The proposed rescission offer will be made pursuant
of the proposed to a prospectus supplement under BBPLC's 2022
rescission offer shelf registration statement on Form F-3 filed
with the U.S. Securities and Exchange Commission
on 23 May 2022.
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Persons eligible To be eligible to participate in the proposed
to participate rescission offer with respect to a given Subject
in the proposed Security, persons will be required to make representations
rescission offer and warranties and provide BBPLC with evidence
to the following effects:
1. To be deemed an "Eligible Current Investor":
1.1. Such person purchased the relevant Subject
Security during the Relevant Period in a distribution
from BBPLC through an underwriter or other distributor;
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
1.3. The relevant Subject Security is not a
Redeeming Subject Security or Maturing Subject
Security (as defined below).
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.
2. To be deemed an "Eligible Former Investor":
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
2.2. Either:
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
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 5:00 p.m., Eastern Daylight Time,
on the Expiration Date (such Subject Securities
that are redeemed or will mature on or before
5:00 p.m., Eastern Daylight Time, on the Expiration
Date, the "Redeeming Subject Securities" or
"Maturing Subject Securities", as applicable).
Eligible Current Investors and Eligible Former
Investors are collectively referred to as "Eligible
Investors."
The following investors will not be considered
Eligible Investors for purposes of the proposed
rescission offer in respect of Subject Securities
acquired pursuant to the following transactions:
(i) holders who, either to cover short positions
or otherwise, borrowed Subject Securities from
us or our affiliates during the Relevant Period;
(ii) repurchase agreement counterparties who
purchased Subject Securities from us or our
affiliates during the Relevant Period pursuant
to a repurchase agreement by which we assumed
an obligation to repurchase such Subject Securities
at a later date; (iii) dealers, underwriters
or other distributors who purchased the Subject
Securities from us or our affiliates with a
view to resell such Subject Securities to the
public, either in the open market or in privately
negotiated transactions, including in market-making
transactions; and (iv) holders of call options,
put options or other types of options to purchase,
sell or otherwise indirectly acquire or dispose
of the Subject Securities or an indirect interest
therein.
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Evidence of BBPLC will accept the following documentation
eligibility as evidence of meeting the eligibility requirements
to participate in the proposed rescission offer:
1. For Eligible Current Investors that are Initial
Investors in Structured Notes: If BBPLC's records
corroborate that such investor purchased a Subject
Security that is a Structured Note on its initial
trade date, as indicated in the prospectus supplement,
the investor's ability to tender such Subject
Security pursuant to the terms of the prospectus
supplement will be considered sufficient evidence.
2. For Eligible Current Investors that are not
Initial Investors in Structured Notes: Satisfactory
evidence that such investor purchased the Subject
Security in a distribution from BBPLC through
an underwriter or other distributor during the
Relevant Period, and that such investor continues
to hold the Subject Security as of the date
of the prospectus supplement, and will continue
to hold it (unless and until tendered by way
of a secondary market trade pursuant to the
proposed rescission offer) until the end of
the proposed rescission offer period. For such
purposes, BBPLC is prepared to accept the following
evidence:
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;
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.
3. For Eligible Former Investors: Satisfactory
evidence that such investor purchased the Subject
Security in a distribution from BBPLC through
an underwriter or other distributor during the
Relevant Period, and that either (i) the Subject
Security was subsequently sold, redeemed or
matured at a loss in a bona fide transaction;
or (ii) if such Subject Security is a Redeeming
Subject Security or Maturing Subject Security,
its redemption or maturity on or before 5:00
p.m., Eastern Daylight Time, on the Expiration
Date resulted in a loss and that such investor
continuously held such relevant Subject Security
until the time of redemption, maturity or sale,
as applicable. For such purposes, BBPLC is prepared
to accept the following evidence:
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;
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;
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;
d) Tax documents, such as IRS Form 1099-B, evidencing
the losses incurred on the subsequent sale,
redemption or maturity of the Subject Security
prior to the date of the prospectus supplement;
e) Daily trade logs reflecting the history of
the purchase and sale of the relevant Subject
Security.
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 Eligible Investors who validly accept the proposed
rescission rescission offer are expected to receive the
offer proceeds following rescission offer proceeds:
1. For Eligible Current Investors: upon the
tender of the Subject Security to BBPLC by accepting
the proposed rescission offer, BBPLC will pay
such investor an amount equal to the purchase
price such investor paid for the Subject Security,
plus interest from the first day of the month
following the date of purchase to, and including,
the last day of the month preceding the date
that payment is made by BBPLC, less the amount
of any interest, coupon payments, principal
or other income received on such Subject Security.
2. For Eligible Former Investors: BBPLC will
pay such investor an amount equal to the excess,
if any, of the amount such investor paid for
the Subject Security over the proceeds from
the subsequent sale, redemption or maturity
of such Subject Security, plus interest (1)
on the amount such investor originally paid
for the Subject Security from the first day
of the month following the date of purchase
to, and including, the last day of the month
preceding the date of sale, redemption or maturity
and (2) on the loss realized from the sale,
redemption or maturity of the Subject Security
from the first day of the month following the
date of sale, redemption or maturity to, and
including, the last day of the month preceding
the date that payment is made by BBPLC, less
the amount of any interest, coupon payments,
principal or other income received on such Subject
Security.
The indicative rescission offer proceeds that
are expected to be paid to Initial Investors
in Structured Notes will be included in an appendix
to the prospectus supplement . Such calculations
are based on a number of assumptions and the
final amount of rescission offer proceeds received
by Initial Investors in Structured Notes may
be different.
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END
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