Barclays Bank PLC (the “Issuer”) announced today that it has extended the expiration deadline of its previously announced cash tender offer (the “Offer”) to purchase any and all of its iPath® S&P GSCI® Crude Oil Total Return Index ETNs due August 14, 2036 (CUSIP: 06738C760/ISIN: US06738C7609) (the “Notes” or the “ETNs”) and solicitation of consents (the “Consent Solicitation”) from holders of the Notes (the “Noteholders”) to amend certain provisions of the Notes, subject to applicable offer and distribution restrictions set out in the Amended and Restated Offer to Purchase and Consent Solicitation Statement dated December 1, 2022 (which may be further amended or supplemented from time to time, the “Statement”). Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment (as defined in the Statement) under the Consent Solicitation.
The Offer and Consent Solicitation were previously scheduled to expire at 11:59 p.m., New York City time, on November 30, 2022 and will instead expire at 11:59 p.m., New York City time, on January 3, 2023 (the “Expiration Deadline”), unless further extended or early terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer in accordance with the methods set out in the Statement.
In addition, the purchase price of the Notes, which originally reflected a 2% premium, has been increased to reflect a 3% premium to the Closing Indicative Note Value of the Notes (the “Premium Payment”) on January 3, 2023 (the “Expiration Date”). If a Noteholder has already validly tendered and not withdrawn its Notes pursuant to the original Offer, such Noteholder is not required to take any further action with respect to such Notes and such tender constitutes a valid tender for purposes of the Offer, as amended and restated, which is eligible for the new 3% premium to the Closing Indicative Note Value of the Notes on the Expiration Date. The Purchase Price is payable on January 5, 2023, the “Settlement Date,” unless the Offer is further extended or early terminated by the Issuer. As of 11:59 p.m., New York City time, on November 30, 2022, Noteholders have validly tendered 98,990 Notes, representing 27.27% of the outstanding Notes as of such date.
Because the Closing Indicative Note Value is calculated based on the closing level (the “Closing Index Level”) of the S&P GSCI® Crude Oil Total Return Index (Bloomberg ticker: SPGSCLTR) (the “Index”), if the Closing Index Level has declined as of the Expiration Date, the Purchase Price may be significantly less than it would otherwise have been had the Purchase Price been determined at a time prior to such decline or after the level of the Index has recovered. In addition, the Notes may trade at a substantial premium to or discount from the Closing Indicative Note Value. Accordingly, the Purchase Price may be lower than the trading price of the Notes on the Expiration Date.
Unless the Offer is extended or early terminated by the Issuer, the Purchase Price will be publicly announced by the Issuer by press release and will be available at www.ipathetn.com/oilnf at or prior to approximately 4:30 p.m., New York City time, on the Expiration Date. In addition, on each Trading Day while the Offer remains open, the indicative Purchase Price, as well as the Closing Index Level and the Closing Indicative Note Value for that Trading Day, will be published by 5:00 p.m., New York City time, at www.ipathetn.com/oilnf. In the event that publication of the Closing Index Level on any Trading Day is delayed, the Issuer will publish such information as soon as practicable following the publication of the Closing Index Level. The indicative Purchase Price on any Trading Day will be equal to 103% of the Closing Indicative Note Value on that Trading Day.
The Issuer reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and Consent Solicitation and to amend or waive any of the terms and conditions of the Offer and Consent Solicitation in any manner, subject to applicable laws and regulations.
For Further Information
A complete description of the terms and conditions of the Offer is set out in the Statement. Copies of the Statement are available at www.ipathetn.com/oilnf. Further details about the transaction can be obtained from:
The Dealer Manager
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Telephone: +1 212-528-7990
Attn: Barclays ETN Desk
The Tender Agent
The Bank of New York Mellon
160 Queen Victoria Street
London EC4V 4LA
Attn: Debt Restructuring Services
Telecopy no. +44 20 7964 2536
This announcement must be read in conjunction with the Statement. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Statement contain important information, which must be read carefully before any decision is made with respect to the Offer and Consent Solicitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer and Consent Solicitation. None of the Issuer, the Dealer Manager or the Tender Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether Noteholders should participate in the Offer and Consent Solicitation.
Neither this announcement, the 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 Offer will not be accepted from Noteholders) in any circumstances in which the Offer or solicitation is unlawful. In those jurisdictions where the Notes, blue sky or other laws require the Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. None of the Issuer, the Dealer Manager or the Tender Agent (or any director, officer, employee, agent or affiliate of, any such person) makes any recommendation as to whether Noteholders should tender Notes in the Offer. In addition, each Noteholder participating in the Offer will be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Statement under the section entitled “Procedures for Participating in the Offer.” Any tender of Notes for purchase pursuant to the Offer from a Noteholder that is unable to make these representations will not be accepted.
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 between the inception date and the applicable valuation date. Additionally, if the level of the underlying 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 value of such index has increased or decreased, as the case may be. Because the ETNs are subject to an investor fee and other applicable costs, the return on the ETNs will always be lower than the total return on a direct investment in the index components. 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: Although the ETNs are listed on a U.S. national securities exchange, a trading market for the ETNs may not develop and the liquidity of the ETNs may be limited, as we are not required to maintain any listing of the ETNs.
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.
The S&P GSCI® Total Return Index and the S&P GSCI® Crude Oil Total Return Index (the “S&P GSCI Indices”) are products of S&P Dow Jones Indices LLC (“SPDJI”), and have been licensed for use by Barclays Bank PLC. S&P® and GSCI® are registered trademarks of Standard & Poors’ Financial Services LLC (“SPFS”). These trademarks have been licensed to SPDJI and its affiliates and sublicensed to Barclays Bank PLC for certain purposes. The S&P GSCI® Indices are not owned, endorsed, or approved by or associated with Goldman, Sachs & Co. or its affiliated companies. The ETNs are not sponsored, endorsed, sold or promoted by SPDJI, SPFS, or any of their respective affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices does not make any representation or warranty, express or implied, to the owners of the ETNs or any member of the public regarding the advisability of investing in securities generally or in the ETNs particularly or the ability of the S&P GSCI® Indices to track general market performance.
© 2022 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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