13th Jun 2014 15:15
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
13 June 2014
BARCLAYS PLC AND BARCLAYS BANK PLC OFFER TO EXCHANGE EXISTING T1 SECURITIES FOR NEW AT1 SECURITIES: RESULTS ANNOUNCEMENT
On 15 May 2014, Barclays PLC ("Barclays") and Barclays Bank PLC ("Barclays Bank", and together with Barclays, the "Offerors") launched invitations to holders ("Holders") of certain existing Tier 1 securities (the "Existing T1 Securities") issued by Barclays Bank to offer to exchange any or all of such securities for new additional tier 1 securities (the "New AT1 Securities") to be issued by Barclays (the "Exchange Offers"), as the next step in the transition of the Group's capital structure.
Further to such invitations the Offerors hereby announce that, as of the Expiration Date for the Exchange Offers (being 11:59 p.m. (New York City time) on 12 June 2014), the aggregate principal amount of each Series of Existing T1 Securities validly tendered and accepted for exchange, and the aggregate principal amount of each Series of New AT1 Securities to be issued, is as set out in the tables below:
Sterling Exchange OfferSterling T1 Securities | ISIN | Exchange Price (per £1,000 principal amount of Sterling T1 Securities) | Principal Amount Outstanding | Principal Amount Accepted for Exchange |
Principal Amount Outstanding following Sterling Exchange Offer |
6% Callable Perpetual Core Tier One Notes
|
XS0150052388 |
£1,040 principal amount of Sterling AT1 Securities
|
£90,501,000 |
£77,962,000 |
£12,539,000 |
5.3304% Step-up Callable Perpetual Reserve Capital Instruments
| XS0248675364 | £960 principal amount of Sterling AT1 Securities
| £81,481,000 | £46,108,000 | £35,373,000 |
6.3688% Step-up Callable Perpetual Reserve Capital Instruments
| XS0305103482 | £1,050 principal amount of Sterling AT1 Securities
| £94,703,000 | £61,550,000 | £33,153,000 |
6.0% Non-Cumulative Callable Preference Shares | XS0222208539 | £1,030 principal amount of Sterling AT1 Securities | £750,000,000 | £540,700,000 | £209,300,000 |
New AT1 Securities | ISIN | Initial Interest Rate | Reset Sterling Interest Margin | Conversion Price | First Call Date | Aggregate Principal Amount to be Issued |
Sterling AT1 Securities | XS1068561098 | 7.00% | 5.084% | £1.65 | 15 September 2019 | £697,602,000 |
Euro T1 Securities | ISIN | Exchange Price (per €1,000 principal amount of Euro T1 Securities) | Principal Amount Outstanding | Principal Amount Accepted for Exchange |
Principal Amount Outstanding following Euro Exchange Offer |
4.75% Non-Cumulative Callable Preference Shares |
XS0214398199 |
€1,000 principal amount of Euro AT1 Securities |
€1,400,000,000 |
€1,081,440,000 |
€318,560,000 |
New AT1 Securities | ISIN | Initial Interest Rate | Reset Euro Interest Margin | Conversion Price | First Call Date | Aggregate Principal Amount to be Issued |
Euro AT1 Securities | XS1068574828 | 6.50% | 5.875% | €2.02 | 15 September 2019 | €1,076,730,000 |
Dollar Exchange Offer
Dollar T1 Securities |
ISIN / CUSIP | Exchange Price (per $1,000 principal amount of Dollar T1 Securities) |
Principal Amount Outstanding |
Principal Amount Accepted for Exchange |
Principal Amount Outstanding following Dollar Exchange Offer |
6.86% Callable Perpetual Core Tier One Notes
|
XS0155141830;US06738CAG42 / 06738CAG4 |
$1,135 principal amount of Dollar AT1 Securities
|
$681,013,000 |
$111,813,000 |
$569,200,000 |
5.926% Step-up Callable Perpetual Reserve Capital Instruments
| XS0269453139; US06739FEY34 / 06739FEY3 | $1,090 principal amount of Dollar AT1 Securities | $533,064,000 | $374,067,000
| $158,997,000 |
7.434% Step-up Callable Perpetual Reserve Capital Instruments
| XS0322792010;US06739GAD16 / 06739GAD1 | $1,155 principal amount of Dollar AT1 Securities | $346,565,000 | $229,414,000 | $117,151,000 |
6.278% Non-Cumulative Callable Dollar Preference Shares, Series 1, evidenced in the form of American Depositary Shares, Series 1 |
US06738C8284 / 06738C828 |
$1,060 principal amount of Dollar AT1 Securities |
$1,000,000,000 |
$418,670,000 |
$581,330,000 |
New AT1 Securities | ISIN / CUSIP | Initial Interest Rate | Reset Dollar Interest Margin | Conversion Price | First Call Date | Aggregate Principal Amount to be Issued |
Dollar AT1 Securities | US06738EAB11 / 06738E AB1 | 6.625% | 5.022% | $2.77 | 15 September 2019 | $1,211,446,000 |
The Exchange Offers have now expired and no further Existing T1 Securities will be accepted for exchange. The Existing T1 Securities that have not been accepted for exchange will remain outstanding following the Exchange Offers.
The Minimum New Issue Size has been satisfied in respect of each Exchange Offer.
On the Settlement Date (which is expected to be 17 June 2014), Holders of Existing T1 Securities accepted for exchange by the Offerors will receive a principal amount of New AT1 Securities as set out in the tables above under "Exchange Price", plus any applicable Cash Payment Amount and (if applicable) any cash amounts in lieu of fractional New AT1 Securities in the currency of the relevant Series of New AT1 Securities.
All the TONs and the RCIs accepted for exchange pursuant to the Exchange Offers will be cancelled. All the Preference Shares accepted for exchange pursuant to the Exchange Offers are expected to be bought back by Barclays Bank from Barclays and then cancelled by Barclays Bank.
The Exchange Offers remain subject to the terms and conditions set out in the prospectus dated 10 June 2014 (the "Prospectus") and the Form F-4 Registration Statement (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on 15 May 2014 (as amended on 5 June 2014), which was declared effective on 10 June 2014. Copies of the Prospectus and the Registration Statement are available for free by visiting EDGAR on the SEC website at www.sec.gov or from the Exchange Agents whose contact details are set out at the end of this announcement.
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Prospectus.
Further Information
A complete description of the terms and conditions of the Exchange Offers is set out in the Prospectus. Any questions or requests for assistance may be directed to the Dealer Managers or the Exchange Agents at their respective telephone numbers as set forth below. A Holder may also contact such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.
The Dollar Exchange Agent is:
Global Bondholder Services Corporation | |
By Hand, Overnight Delivery or Mail(Registered or Certified MailRecommended): 65 Broadway - Suite 404 New York, New York 10006 United States of America Attn: Corporate Actions | By Facsimile Transmission(for Eligible Institutions only): (212) 430-3775/3779 |
Email: [email protected] | |
Confirm by Telephone: (212) 430-3774 Toll free: (866) 470-4500 | |
The Sterling and Euro Exchange Agent is:
Lucid Issuer Services Limited | |
By Hand, Overnight Delivery or Mail(Registered or Certified MailRecommended): Leroy House 436 Essex Road London N1 3QP United Kingdom Attn: Thomas Choquet / Yves Theis | By Facsimile Transmission(for Eligible Institutions only): +44 20 7067 9098 |
Email: [email protected] | |
Confirm by Telephone: +44 20 7704 0880 | |
The Sole Global Coordinator and Lead Dealer Manager for the Exchange Offers is:
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
United States
In the United States:
U.S. Toll-Free: +1 (800) 438-3242
Collect: +1 (212) 528-7581
Fax: +1 (646) 834-0584
Email: [email protected]
Attention: Liability Management Group
In Europe:
Tel: +44(0) 20 3134 8515
Fax: +44(0) 20 7516 7379Email: [email protected]
Attention: Liability Management Group
The Joint Dealer Managers for the Dollar Exchange Offers are:
Banco Bilbao Vizcaya Argentaria, S.A.
One Canada Square 44th Floor Canary Wharf London E14 5AA United Kingdom
In Europe: Tel: + 44 (0)207 397 60 29 Attention: Gianmarco Deiana Email: [email protected] | Merrill Lynch, Pierce Fenner & Smith Incorporated
214 North Tryon Street, 21st Floor Charlotte, NC 28255 United States
In the United States: U.S. Toll-Free: +1 (888) 292-0070 Collect: +1 (980) 683-3215 Attention: Debt Advisory
In Europe: Tel: +44 (0)20 7995 3715 / +44 (0)20 7996 0867 Email: [email protected] / [email protected] Attention: John Cavanagh / Karl Bystedt Wikblom
|
Citigroup Global Markets Limited
Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
Attention: Liability Management Group Tel: +44 20 79868969 Email: [email protected]
| ING Financial Markets LLC
1325 Avenue of the Americas New York, NY 10019 United States
In the United States: U.S. Toll-Free: +1 (877) 446-4930 Collect: +1 (646) 424-6000 Fax: +1 (646) 424-6064 Attention: Debt Capital Markets |
SMBC Nikko Capital Markets Limited
One New Change London EC4M 9AF United Kingdom
In Europe: Email: [email protected]
| |
The Joint Dealer Managers for the Sterling Exchange Offer and the Euro Exchange Offer are:
Crédit Agricole Corporate and Investment Bank
Broadwalk House 5 Appold Street London EC2A 2DA United Kingdom
In Europe: Tel: +44 (0)20 7214 7140 Email: [email protected]
| Credit Suisse Securities (Europe) Limited
One Cabot Square Canary Wharf London E14 4QJ United Kingdom
In Europe: Tel: +44 (0)20 7883 8763 Email: [email protected] |
Lloyds Securities Inc.
1095 Avenue of the Americas New York, NY 10036 United States
In Europe: Tel: +44 (0)20 7158 2720 Email: [email protected] Attention: Liability Management Group
| Natixis
30, avenue Pierre Mendès-France 75013 Paris France
In Europe: Tel: +33 1 58 55 27 89 Email: [email protected] Attention: Legal Bonds
|
Swedbank AB (publ)
Large Corporates & Institutions SE-105 34 Stockholm Sweden Attention: Legal
In Europe: Email: [email protected] | UBS Limited
1 Finsbury Avenue London EC2M 2PP United Kingdom Attention: Liability Management Group
In Europe: Tel: +44 (0)20 7567 0525 Email: [email protected] / [email protected]
|
Analyst and Investor Information
Further information for analysts and investors can be obtained from the following contacts at Barclays:
Investor Relations
Richard Caven
+ 44 (0) 207 116 2809
Sofia Lonnqvist
+44 (0) 207 116 5716
Barclays Treasury
Jennifer Moreland
+ 44 (0) 203 555 4495
Tim Allen
+44 (0) 203 134 6290
Disclaimer
This announcement must be read in conjunction with the Prospectus. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement, and this announcement does not constitute an offer of any securities for sale. As described above, Barclays has filed a Registration Statement and Prospectus with the SEC in relation to the Exchange Offers.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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