BARCLAYS PLC 
Barclays Bank PLC (the “Issuer”) announced today that information pertaining to an Offer to Purchase and Consent Solicitation Statement in draft form (the “Draft Statement”) was erroneously disseminated by an unaffiliated third party regularly involved in the tender offer process. The Draft Statement described potential cash tender offers (each, an “Offer”) to purchase any and all of its outstanding exchange-traded notes (the “Notes” or the “ETNs”) of the twenty-four separate series listed in Tables 1 and 2 below (each, a “Series”) and the solicitation of consents (each, a “Consent Solicitation”) from holders of the Notes (the “Noteholders”) to the Proposed Amendment (as defined below) with respect to each Series.
The Issuer has not yet made a final decision on whether to proceed with any or all of the proposed Offers and Consent Solicitations. In addition, the Issuer has not finalized any terms of any Offer or Consent Solicitation, including any pricing terms, the commencement date or any other date in connection with any Offer or Consent Solicitation. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, a further announcement will be made. Such determination and announcement may be later than the commencement date set forth in the Draft Statement. The actual terms of any Offer or Consent Solicitation may differ, perhaps materially, from the terms set forth in the Draft Statement.
Terms of the Proposed Offers and Consent Solicitations Set Forth in the Draft Statement
The Draft Statement provided that, for each Series included in Table 1 below (each, a “Fixed Price Series”), the purchase price per Note validly tendered in the Offer with respect to that Series (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase (the “Purchase Price”) would be the specified dollar amount set forth in Table 1. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the actual Purchase Price for each Series may differ, perhaps materially, from the Purchase Price set forth in the Draft Statement. In addition, in the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the Purchase Price of a Series described in the Draft Statement as a Fixed Price Series may be a formula price or may be determined in a manner different from the formula price described in the Draft Statement.
Table 1
Title of Note | Bloomberg Ticker | CUSIP / ISIN | Purchase Price per Note Set Forth in Draft Statement |
iPath® GEMS Asia 8 ETN | AYTEF | 06738G878 / US06738G8785 | $40.00 |
iPath® CBOE S&P 500 BuyWrite IndexSM ETN | BWVTF | 06739F135 / GB00B1WL1590 | $94.00 |
iPath® Bloomberg Livestock Subindex Total ReturnSM ETN | COWTF | 06739H743 / US06739H7439 | $20.00 |
iPath® EUR/USD Exchange Rate ETN | EROTF | 06739F184 / GB00B1WPBD95 | $40.00 |
iPath® GBP/USD Exchange Rate ETN | GBBEF | 06739F176 / GB00B1WPB621 | $35.00 |
iPath® Optimized Currency Carry ETN | ICITF | 06739H412 / US06739H4121 | $44.00 |
iPath® GEMS IndexTM ETN | JEMTF | 06739H453 / US06739H4535 | $20.00 |
iPath® Bloomberg Energy Subindex Total ReturnSM ETN | JJETF | 06739H750 / US06739H7504 | $8.00 |
iPath® Bloomberg Nickel Subindex Total ReturnSM ETN | JJNTF | 06739F119 / US06739F1194 | $24.00 |
iPath® Bloomberg Precious Metals Subindex Total ReturnSM ETN | JJPFF | 06739H248 / US06739H2489 | $84.00 |
iPath® Bloomberg Softs Subindex Total ReturnSM ETN | JJSSF | 06739H230 / US06739H2307 | $48.00 |
iPath® Bloomberg Aluminum Subindex Total ReturnSM ETN | JJUFF | 06739H321 / US06739H3214 | $19.00 |
iPath® JPY/USD Exchange Rate ETN | JYNFF | 06739G851 / GB00B1WPB282 | $38.00 |
iPath® Asian & Gulf Currency Revaluation ETN | PGDDF | 06739H420 / US06739H4204 | $50.00 |
iPath® Bloomberg Platinum Subindex Total ReturnSM ETN | PGMFF | 06739H255 / US06739H2554 | $19.00 |
The Draft Statement provided that, for each Series included in Table 2 below (each, a “Formula Price Series”), the Purchase Price per Note would reflect a specified premium to the closing indicative note value of that Series on February 21, 2024 (the “Expiration Date”). Such premium is expressed in Table 2 below as a percentage of the applicable closing indicative note value for each Formula Price Series (the “Formula Premium Percentage”). The Purchase Price per Note for each Formula Price Series would be equal to the product of (i) the closing indicative note value of that Series on the Expiration Date and (ii) the sum of one plus the applicable Formula Premium Percentage. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the actual Formula Premium Percentage for each Series may differ, perhaps materially, from the Formula Premium Percentage set forth in the Draft Statement. In addition, in the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the Purchase Price of a Series described in the Draft Statement as a Formula Price Series may be a fixed price or may be determined in a manner different from that described in the Draft Statement.
Table 2
Title of Note | Bloomberg Ticker | CUSIP / ISIN | Formula Premium Percentage Set Forth in Draft Statement |
iPath® Bloomberg Cotton Subindex Total ReturnSM ETN | BALTF | 06739H271 / US06739H2711 | 3% |
iPath® Global Carbon ETN | GRNTF | 06739H164 / US06739H1648 | 3% |
iPath® Bloomberg Agriculture Subindex Total ReturnSM ETN | JJATF | 06739H206 / US06739H2067 | 3% |
iPath® Bloomberg Copper Subindex Total ReturnSM ETN | JJCTF | 06739F101 / US06739F1012 | 3% |
iPath® Bloomberg Grains Subindex Total ReturnSM ETN | JJGTF | 06739H305 / US06739H3057 | 3% |
iPath® Bloomberg Industrial Metals Subindex Total ReturnSM ETN | JJMTF | 06738G407 / US06738G4073 | 3% |
iPath® Bloomberg Coffee Subindex Total ReturnSM ETN | JJOFF | 06739H297 / US06739H2976 | 3% |
iPath® Bloomberg Tin Subindex Total ReturnSM ETN | JJTFF | 06739H198 / US06739H1986 | 3% |
iPath® Bloomberg Sugar Subindex Total ReturnSM ETN | SGGFF | 06739H214 / US06739H2141 | 3% |
The Draft Statement provided that, if the Noteholders of a majority in aggregate principal amount of the Notes of a Series have validly tendered (and have not validly withdrawn) their Notes of that Series as of the Expiration Deadline, the related indenture (the “Indenture”) and the global certificate(s) with respect to that Series (each a “Global Certificate”) would 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 of that Series on the Redemption Date for a cash payment per Note equal to the applicable closing indicative note value on the valuation date (the “Valuation Date”) specified by the Issuer in the redemption notice. The Draft Statement provided that the “Redemption Date” would be the fifth Business Day after the Valuation Date. The amendment described in this paragraph with respect to each Series is referred to as the “Proposed Amendment”. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the actual Proposed Amendment may differ, perhaps materially, from the Proposed Amendment set forth in the Draft Statement.
Timetable of Events Set Forth in the Draft Statement
The Draft Statement provided the following indicative times and dates for the Offers and Consent Solicitations.
Time and Date | Event | |
November 14, 2023 | Commencement of the Offers and Consent Solicitations
According to the Draft Statement, Offers and Consent Solicitations were to be announced and commenced on November 14, 2023. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the actual announcement and commencement of any Offers or Consent Solicitations may occur later than November 14, 2023. | |
4:30 p.m. (New York City time) on February 21, 2024 | Formula Price Announcement Time According to the Draft Statement, for each Formula Price Series, the Dealer Manager was to calculate the Purchase Price per Note on February 21, 2024. In the event that the Issuer determines to proceed with any Offer, the actual formula price announcement time of any Offer will be provided when such Offer is announced. | |
11:59 p.m. (New York City time) on February 21, 2024 | Expiration Deadline
According to the Draft Statement, the deadline for Noteholders to validly tender (and not validly withdraw) their Notes in order to participate in an Offer and to be eligible to receive the applicable Purchase Price on the Settlement Date was to be 11:59 p.m. (New York City time) on February 21, 2024. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the actual expiration deadline will be provided when such Offer and Consent Solicitation are announced. | |
February 22, 2024 | Announcement of Results of Offers and Consent Solicitations
According to the Draft Statement, the Issuer was to announce its decision whether to accept valid tenders of Notes of any Series for purchase pursuant to the Offers (including, if applicable, the expected Settlement Date for the applicable Offers) and the results of the Offers and the Consent Solicitations on February 22, 2024. In the event that the Issuer determines to proceed with any Offer or Consent Solicitation, the date of the actual announcement of results will be provided when such Offer and Consent Solicitation are announced. | |
February 28, 2024 | Settlement
According to the Draft Statement, the expected Settlement Date was to be February 28, 2024. In the event that the Issuer determines to proceed with any Offer, the actual Settlement Date of any Offer will be provided when such Offer is announced. |
DISCLAIMER
No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Neither this announcement and the Draft 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 Offers will not be accepted from Noteholders).
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 or exchange rate, as applicable (the “index”) between the inception date and the applicable valuation date. Additionally, if the level of the 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 level of such index has increased or decreased, as the case may be. The ETNs are riskier than ordinary unsecured debt securities and have no principal protection.
Credit of Barclays Bank PLC: The ETNs are unsecured debt obligations of Barclays Bank PLC and are not, either directly or indirectly, an obligation of or guaranteed by any third party. Any payment to be made on the ETNs, including any payment at maturity or upon redemption, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC will affect the market value, if any, of the ETNs prior to maturity or redemption. In addition, if Barclays Bank PLC were to default on its obligations, you may not receive any amounts owed to you under the terms of the ETNs.
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 U.S. stock markets or the U.S. Treasury market, the index components included in the underlying index, and prevailing market prices of options on such index or any other financial instruments related to such index; and supply and demand for the ETNs, including economic, financial, political, regulatory, geographical or judicial events that affect the level of such index or other financial instruments related to such index.
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.
A Trading Market for the ETNs May Not Develop: The ETNs are not listed on any securities exchange. A trading market for the ETNs may not develop and the liquidity of the ETNs may be limited.
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.
© 2023 Barclays Bank PLC. All rights reserved. iPath, iPath ETNs and the iPath logo are registered trademarks of Barclays Bank PLC. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission, of their respective owners.
NOT FDIC INSURED · NO BANK GUARANTEE · MAY LOSE VALUE |
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