TIDM12ZB
RNS Number : 9780E
Barclays Bank UK PLC
04 March 2020
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMED
(THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS DOCUMENT.
4 March 2020
BARCLAYS BANK UK PLC
(incorporated in England and Wales with limited liability under
registered number 09740322)
Legal Entity Identifier (LEI: 213800UUGANOMFJ9X769)
(the "Issuer")
NOTICE
to the holders of the
GBP1,250,000,000 Series 2018-1 Floating Rate Covered Bonds due
January 2023 (ISIN: XS1746306585)
(the Series 2018-1 Covered Bonds, and the holders thereof, the
Covered Bondholders) of the Issuer presently outstanding.
The Issuer has today given a Notice of Meeting in respect of the
Series 2018-1 Covered Bonds for the purpose of soliciting a consent
to the modification of the terms and conditions thereof and
consequential or related amendments to the transaction documents
thereof such that the existing Sterling LIBOR interest basis of the
Series 2018-1 Covered Bonds is replaced by a Compounded Daily SONIA
interest basis, as proposed by the Issuer (the "Proposal") for
approval by extraordinary resolution of the Covered Bondholders of
the Series 2018-1 Covered Bonds, all as further described in the
consent solicitation memorandum dated 4 March 2020 (the "Consent
Solicitation Memorandum").
1. Notice of meeting in respect of the series 2018-1 covered bonds
To view the Notice of Meeting, please paste the following URL
into the address bar of your browser:
http://www.rns-pdf.londonstockexchange.com/rns/9780E_1-2020-3-4.pdf
2. Indicative timetable for the consent solicitation
This is an indicative timetable showing one possible outcome for
the timing of the Consent Solicitation based on the dates in the
Consent Solicitation Memorandum and assuming that the Meeting is
not adjourned. This timetable is subject to change and dates and
times may be extended or amended by the Issuer in accordance with
the terms of the Consent Solicitation as described in the Consent
Solicitation Memorandum. Accordingly, the actual timetable may
differ significantly from the timetable below.
Date/Time Action
4 March 2020 1. Notice of the Meeting to be delivered to the Clearing Systems.
(At least 21 clear days before the Release of Notice through the regulatory news service of the London Stock Exchange.
Meeting)
Copies of the Consent Solicitation Memorandum to be available from the Tabulation Agent and
the Covered Bondholder Information (as defined in the Notice) to be available for inspection,
as indicated, at the specified office of the Tabulation Agent and on the website of the Issuer
(https://home.barclays/investor-relations/fixed-income-investors/prospectus-and-documents/secured-funding-cov
ered-bonds/)
(the Issuer's Website). From this date, Covered Bondholders may arrange for Series 2018-1
Covered Bonds held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked
in such accounts and held to the order and under the control of the Principal Paying Agent
in order to obtain voting certificates or give valid Consent Instructions or Ineligible Holder
Instructions, to the Tabulation Agent.
The Notice is deemed to be served to the Covered Bondholders on 4 March 2020.
By 4 p.m. (London time) (5 p.m. CET) 2. Expiration Deadline.
on 23 March 2020 Final time by which Covered Bondholders have arranged for:
(At least 48 hours before the Meeting)
(i) obtaining a voting certificate from the Principal Paying Agent (which will be
available for
collection at the Meeting) to attend and vote at the Meeting in person; or
(ii) receipt by the Tabulation Agent of valid Consent Instructions or Ineligible
Holder Instruction
in accordance with the procedures of Clearstream, Luxembourg and/or Euroclear.
3. Final time by which Covered Bondholders have given notice to (in the limited circumstances
in which such revocation is permitted) the Tabulation Agent (via the relevant Clearing Systems)
of any intended revocation of, or amendment to, Consent Instructions or Ineligible Holder
Instructions previously given by them.
10 a.m. (London time) (11 a.m. CET) 4. COVERED BONDHOLDERS' MEETING HELD
on 26 March 2020 The initial Meeting will commence at 10 a.m. (London time) (11 a.m. CET).
If the Extraordinary Resolution is passed at the Meeting:
As soon as reasonably practicable after the 5. Announcement of the results of the Meeting and, if the Extraordinary Resolution is passed,
Meeting satisfaction of the Eligibility Condition.
Delivery of notice of such results to Euroclear and Clearstream, Luxembourg for communication
to their account holders and an announcement released on the regulatory news service of the
London Stock Exchange.
At or around 1 p.m. (London time) (2 p.m. 6. Pricing Time and Pricing Date
CET) Solicitation Agent to calculate the Adjusted Margin, which includes the LIBOR vs SONIA Interpolated
on 26 March 2020 Basis.
(Pricing Date) A pricing announcement will be sent to Covered Bondholders as soon as practicable following
the Pricing Time on the Pricing Date.
9 April 2020 7. If the Extraordinary Resolution is passed at the initial Meeting (or at a subsequent adjourned
meeting) and the Eligibility Condition is satisfied, the modifications to the Conditions of
the Series 2018-1 Covered Bonds described in the Consent Solicitation Memorandum will be implemented
with effect on and from 9 April 2020 (the Effective Date, except where there is an adjournment
of the Meeting, in which case the Effective Date will be the first Interest Payment Date following
the satisfaction of the Consent Conditions).
(Effective Date)
If a quorum is not achieved at the initial Meeting or the quorum is achieved and the Extraordinary
Resolution is passed but the Eligibility Condition is not satisfied, such Meeting shall be
adjourned and the adjourned Meeting of Covered Bondholders will be held at such time as will
be notified to the Covered Bondholders in the notice of adjourned meeting. The adjourned Meeting
will be held in accordance with the terms of the Trust Deed. If the Extraordinary Resolution
is passed at the adjourned meeting and the Eligibility Condition is satisfied, the modifications
with respect to the Series 2018-1 Covered Bonds described in the Consent Solicitation Memorandum
will be implemented on the next Interest Payment Date following such adjourned meeting and
in such circumstances a forward adjustment to the Adjusted Margin would be effected.
The Pricing Date and the Effective Date are subject to change in the case of an adjourned
meeting.
Covered Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Series 2018-1 Covered Bonds when such intermediary would require to
receive instructions from a Covered Bondholder in order for that
Covered Bondholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Consent Solicitation before the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of
Electronic Voting Instructions will be earlier than the relevant
deadlines specified above.
Until the Extraordinary Resolution is passed and the Eligibility
Condition has been satisfied, no assurance can be given that the
Proposal will take effect. If a quorum is not achieved at the
initial Meeting or the quorum is achieved and the Extraordinary
Resolution is passed but the Eligibility Condition is not
satisfied, the initial Meeting shall be adjourned for not less than
13 clear days nor more than 42 clear days and the adjourned Meeting
of Covered Bondholders will be held at such time as will be
notified to the Covered Bondholders in the notice of adjourned
Meeting.
Rating Agencies
Draft copies of (i) the Consent Solicitation Memorandum and (ii)
the Amended and Restated Series 2018-1 Final Terms and
corresponding Series 2018-1 Amended and Restated Term Advance, the
Supplemental Trust Deed, the Supplemental Agency Agreement and the
Series 2018-1 Swap Amendment Agreement (the documents referred to
in paragraph (ii) together, the Amendment Documents) have been
reviewed by each of S&P Global Ratings Europe Limited, Moody's
Investors Service Ltd. and Fitch Ratings Limited (together, the
Rating Agencies). Each of the Rating Agencies has, based on the
information provided to it, raised no comments in respect of the
draft Amendment Documents.
No consent fee will be payable in connection with the
Proposals.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
Further information relating to the Consent Solicitation can be
obtained directly from the Solicitation Agent and the Tabulation
Agent:
Barclays Bank PLC Lucid Issuer Services Limited
5 The North Colonnade Tankerton Works
London E14 4BB 12 Argyle Walk
United Kingdom London WC1H 8HA
Telephone: +44 (0)203 134 8515 United Kingdom
Attention: Liability Management Group Telephone: +44 (0)203 134 8515
Email: eu.lm@barclays.com Fax: +44 20 3004 1590
Attention: Thomas Choquet
Email: Barclays@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to the consent
solicitation. If any Covered Bondholder is in any doubt as to the
action it should take, it is recommended to seek its own financial
advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant, independent financial adviser
authorised under the Financial Services and Markets Act 2000, as
amended (if in the United Kingdom) or other appropriately
authorised financial adviser. Any individual or company whose
Series 2018-1 Covered Bonds 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 consent
solicitation.
The distribution of the Consent Solicitation Memorandum in
certain jurisdictions may be restricted by law. Persons into whose
possession the Consent Solicitation Memorandum comes are required
by the Issuer, the LLP, the Solicitation Agent and the Tabulation
Agent to inform themselves about, and to observe, any such
restrictions.
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.
END
MSCEAPDLEDNEEEA
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