TIDM78MM
RNS Number : 5167L
Barclays Bank PLC
05 January 2023
5 January 2023
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
Notice of Correction and Offer to purchase relating to the
issuance by Barclays Bank PLC of GBP 1,500,000 Securities due
October 2027 (ISIN XS2414639745) under its Global Structured
Securities Programme, linked to the Class PEISC247 GBP Preference
Shares of Teal Investments Limited
We refer to the above Notes (" Notes ") issued on 6 October 2022
by Barclays Bank PLC ("Barclays") pursuant to its base prospectus
dated 1 July 2022 ("Base Prospectus"), as completed by the final
terms dated 19 August 2022 ("Original Final Terms") under its
Global Structured Securities Programme.
The Notes are linked to the Class PEISC247 GBP Preference Shares
linked to S&P 500 Index due October 2027, issued by Teal
Investments Limited (" Preference Shares "). The terms and
conditions of the Preference Shares are as set out in the Base
Prospectus as supplemented by the Preference Share Confirmation ("
Original Preference Share Confirmation "), the form of which is
annexed to the Original Final Terms.
As explained below, Barclays intends to correct a term and
condition of the Notes by way of amendment and also to offer to
repurchase the Notes from holders at par value for a period of
three calendar weeks (subject to the possibility of extension)
commencing on, and including, the London business day following the
Effective Date (as defined below) of such amendment (" Repurchase
Offer Period Start Date ").
Amendments to the Notes
Background and rationale
The original intention was for the Preference Shares to be
issued by Teal Investments Limited (" Preference Share Issuer ") on
5 October 2022. However, due to an inadvertent delay in
communications, the Preference Shares were not issued until 11
October 2022.
Under the terms and conditions of the Notes (" General
Conditions "), the final redemption amount of each Note at maturity
will be the product of (i) the Calculation Amount (being the par
value, i.e. GBP 1.00) and (ii) the Preference Share Value(Final)
divided by the Preference Share Value(Initial) . The Preference
Share Value(Initial) is the value of the Preference Shares as at
the issue date of the Notes, being 6 October 2022. As the
Preference Shares had not yet been issued on 6 October 2022, an
amendment is required to correct the meaning of Preference Share
Value(Initial) to reflect the later issue date of the Preference
Shares.
Amended terms of the Notes and Preference Shares
The specific amendments that Barclays intends to make to the
Notes are as follows:
1. Currently, General Condition 5.3 (Relevant defined terms) of
the General Conditions of the Notes provides that the "Initial
Valuation Date" means "the Issue Date" (being the issue date of the
Notes). Following the amendment, the term shall read as follows
(and the General Conditions in respect of the Notes, as completed
by the Amended and Restated Final Terms (the "Conditions") shall be
construed accordingly):
""Initial Valuation Date" means the issue date of the Preference
Shares."
2. For good order, Barclays intends to amend the summary
appended to the Original Final Terms to correct the definition of
"Preference Share Value(initial) " so that it refers to "11 October
2022" instead of "6 October 2022".
Relatedly, the Preference Share Issuer intends to amend the
Original Preference Share Confirmation to correct the Issue Date
specified therein from "5 October 2022" to "11 October 2022".
Barclays intends to make the above amendments to the Notes and
the Original Final Terms without seeking the consent of the
Noteholders pursuant to its authority under General Condition
16.1(iv) of the General Conditions of the Notes to make amendments
"to cure, correct or supplement any defective provision" of the
Notes. The Preference Share Issuer intends to make the above
amendment to the Original Preference Share Confirmation in reliance
on a similar provision of the terms and conditions of the
Preference Shares.
A copy of the Amended and Restated Final Terms which appends the
Amended and Restated Preference Share Confirmation is attached to
this Notice.
Effective date
Barclays and the Preference Share Issuer intend that the above
amendments to the Notes and Preference Shares shall be effective
from 5 January 2023 ("Effective Date"). Barclays will notify
Noteholders and the London Stock Exchange of the Effective
Date.
Offer to repurchase the Notes
Barclays hereby offers to buy the Notes back from holders at par
value for a period of three clear calendar weeks (subject to the
possibility of extension) from, and including, the Repurchase Offer
Period Start Date on the terms set out below.
Rationale for the offer
Barclays understands that, notwithstanding that the Preference
Shares were issued on a later date than intended, the tax treatment
of the Notes should still fall within the United Kingdom "excluded
indexed securities" regime, and therefore that returns on the Notes
should fall within United Kingdom capital gains tax rules. However,
there is a small risk that the late issuance of the Preference
Share means that the tax treatment is less robust than would
otherwise be the case. For this reason, Barclays is offering to
purchase the Notes from the Noteholders.
Details of the offer
Barclays hereby offers to purchase all of the Notes at a
purchase price per Note equal to the par value of the Notes (i.e.
GBP 1.00 per Specified Denomination of GBP 1.00) ("Offer"). The
Offer will commence on the Repurchase Offer Period Start Date and
remain open until 27 January 2023 ("Repurchase Offer Period End
Date"), provided that Barclays may extend the period in its
discretion by subsequent notice.
If you wish to accept the Offer in respect of some or all of
your Notes, you must contact the distributor of the Notes, Meteor
Asset Management by post at 55 King William Street, London, EC4R
9AD ("Distributor"). All acceptances of the Offer must be in
writing specifying (a) the name and contact details of the
Noteholder, (b) the nominal amount of Notes to be purchased by
Barclays, and (c) the bank account details for the receipt of
payment on purchase of the Notes. Completed acceptances must be
received by the Distributor on or before 5:00 p.m.(London time) on
the Repurchase Offer Period End Date (as it may be extended at
Barclays' discretion). Any valid acceptance will be confirmed to
Noteholders by the Distributor as soon as reasonably
practicable.
The settlement of the purchase of the Notes by Barclays pursuant
to the Offer shall be subject to the prevailing operating
procedures of Euroclear and Clearstream. Barclays expects
settlement to occur with the Distributor on or around five business
days following the end of the offer period.
Unless stated otherwise, announcements in connection with the
Offer will be made by Barclays with its registered office address
at 1 Churchill Place, London, E14 5HP, United Kingdom by
publication through RNS. Such announcements may also be made by the
issue of a press release to a Notifying News Service. Copies of all
such announcements, press releases and notices can also be obtained
upon request from the Distributor, the contact details for which
are set out below.
There is no minimum or maximum threshold of acceptance under the
Offer: Barclays will purchase each (if any) Note included in each
acceptance and all Notes that are not purchased as part of the
Offer will remain outstanding.
This notice (and any non-contractual obligations arising out of
or in connection with it) will be governed by and construed in
accordance with English law.
Advice and further information
If you are in any doubt as to the content of this notice or the
action you should take, you are recommended to seek your own
financial and legal advice, including as to any tax consequences,
immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial or legal adviser. Any
individual or company whose Notes 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 tender.
For further information on the Offer, please contact the
Distributor:
Meteor Asset Management
55 King William Street
London EC4R 9AD
adminteam@meteoram.com
020 7901 1010
Offer and Distribution Restrictions
This notice does not constitute an invitation to participate in
the Offer in any jurisdiction in which, or to any person to or from
whom, it is unlawful to make such invitation or for there to be
such participation under applicable securities laws. The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes are required by Barclays to inform themselves about, and to
observe, any such restrictions.
The communication of this notice and any other documents or
materials relating hereto is not being made, and such documents
and/or materials have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended, the "FSMA"). 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 is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of Barclays
or other persons within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 and (2) to any
other persons to whom these documents and/or materials may lawfully
be communicated.
Confirmation of your representation: Each Noteholder that
accepts the Offer represents that it is not a person or entity (a
"Person"):
(a) that is organised or resident in a country or territory
which is the target of comprehensive country sanctions administered
or enforced by any Sanctions Authority;
(b) that is, or is directly or indirectly owned or controlled by
a Person that is, described or designated in (i) the most current
"Specially Designated Nationals and Blocked Persons" list (which as
of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the
Foreign Sanctions Evaders List (which as of the date hereof can be
found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (iii) the most current "Consolidated list of persons, groups and
entities subject to EU financial sanctions" (which as of the date
hereof can be found at:
https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated
per cent.20list per cent.20of per cent.20sanctions); or (iv) the
most current UK Sanctions List (which as of the date hereof can be
found at:
https://www.gov.uk/government/publications/the-uk-sanctions-list);
(c) that is otherwise the subject of any sanctions administered
or enforced by any Sanctions Authority, other than solely by virtue
of their inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI
List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No.
833/2014, as amended by Council Regulation No. 960/2014, Council
Regulation No. 1290/2014, Council Regulation No. 2015/1797 and
Council Regulation No. 2017/2212 (the "EU Annexes"), (iii) the
current list of "Designated Persons: Russia" published by the UK
Office of Financial Sanctions Implementation (which as at the date
hereof can be found at:
https://www.gov.uk/government/publications/financial-sanctions-ukraine-sovereignty-and-territorial-integrity),
or (iv) any other list maintained by a Sanctions Authority, with
similar effect to the SSI List or the EU Annexes (a "Sanctions
Restricted Person").
For these purposes, a "Sanctions Authority" means each of (i)
the United States government; (ii) the United Nations; (iii) the
United Kingdom; (iv) the European Union (or any of its member
states); (v) any other equivalent governmental or regulatory
authority, institution or agency which administers economic,
financial or trade sanctions; and (vi) the respective governmental
institutions and agencies of any of the foregoing including,
without limitation, the Office of Foreign Assets Control of the US
Department of the Treasury, the United States Department of State,
the United States Department of Commerce and His Majesty's Treasury
of the United Kingdom.
Important legal information and disclaimer - Intended
Addressees
IMPORTANT: The following disclaimer applies to the Amended and
Restated Final Terms, and you are therefore advised to read this
disclaimer carefully before reading, accessing or making any other
use of the Amended and Restated Final Terms, or the Base Prospectus
which the Amended and Restated Final Terms must be read in
conjunction with.
NEITHER THE AMENDED AND RESTATED FINAL TERMS OR BASE PROSPECTUS
MAY BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND
MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE AMENDED AND
RESTATED FINAL TERMS AND BASE PROSPECTUS MAY ONLY BE DISTRIBUTED
OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS
DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). FAILURE
TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION OR IN THE AMENDED AND
RESTATED FINAL TERMS AND BASE PROSPECTUS CONSTITUTES AN OFFER OF
THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH offers or
solicitations are not permitted by law. THE SECURITIES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES.
Please note that the information contained in the Amended and
Restated Final Terms and Base Prospectus may be addressed to and/or
targeted at persons who are residents of particular countries (as
specified in the Amended and Restated Final Terms and Base
Prospectus) only and is not intended for use and should not be
relied upon by any person outside these countries and/or to whom
the information contained in the Amended and Restated Final Terms
and Base Prospectus is not addressed. Prior to relying on the
information contained in the Amended and Restated Final Terms and
Base Prospectus you must ascertain whether or not you are part of
the intended addressees of the information contained therein.
Confirmation of your Representation: In order to be eligible to
view the Amended and Restated Final Terms and Base Prospectus or
make an investment decision with respect to the Securities, you
must be a person other than a U.S. person (within the meaning of
Regulation S under the Securities Act) and by accessing the Amended
and Restated Final Terms and Base Prospectus you shall be deemed to
have represented that (i) you and any customers you represent are
not U.S. persons (as defined in Regulation S to the Securities Act)
and (ii) you consent to delivery of the Amended and Restated Final
Terms and Base Prospectus and any amendments or supplements thereto
via electronic transmission.
You are reminded that the Amended and Restated Final Terms and
Base Prospectus have been made available to you on the basis that
you are a person into whose possession the Amended and Restated
Final Terms and Base Prospectus may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the
Amended and Restated Final Terms or Base Prospectus, electronically
or otherwise, to any other person.
The Amended and Restated Final Terms and Base Prospectus have
been made available to you in an electronic form. You are reminded
that documents transmitted via this medium may be altered or
changed during the process of electronic transmission and
consequently none of the Issuer, its advisers nor any person who
controls any of them nor any director, officer, employee nor agent
of it or affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the
Amended and Restated Final Terms and Base Prospectus made available
to you in electronic format and the hard copy versions available to
you on request from the Issuer.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PFTSSMFFDEDSEDF
(END) Dow Jones Newswires
January 05, 2023 02:00 ET (07:00 GMT)
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