Barclays Bank PLC 6-K, filed Jul 25, 2022
Barclays Bank PLC (BWVTF)
6-K
2022-07-25
For: 2022-07-25
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Added on
April 06, 2026
About this 6-K
Barclays Bank PLC filed this 6-K on July 25, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
July
25, 2022
Barclays Bank PLC
(Name
of Registrant)
1 Churchill Place
London E14 5HP
England
(Address
of Principal Executive Office)
Indicate
by check mark whether the registrant files or will file annual
reports
under
cover of Form 20-F or Form 40-F.
Form
20-F x Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.
Yes No
x
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b):
This
Report on Form 6-K is filed by Barclays Bank PLC.
This
Report comprises:
Information
given to The London Stock Exchange and furnished pursuant
to
General
Instruction B to the General Instructions to Form 6-K.
EXHIBIT
INDEX
Barclays
Bank PLC to Commence Rescission Offer dated 25 July
2022
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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BARCLAYS
BANK PLC
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(Registrant)
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Date:
July 25, 2022
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By: /s/
Garth Wright
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Garth
Wright
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Assistant
Secretary
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25 July 2022
Barclays Bank PLC
("BBPLC")
BBPLC to Commence Rescission Offer
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BBPLC
will make a rescission offer to eligible purchasers of
c.U.S.$17.6 billion of relevant securities issued in excess of
registered amounts
●
BBPLC
expects to commence the proposed rescission offer on 1 August 2022,
and the offer will be open for a period of 30 U.S. business
days
●
The
expected key terms of the proposed rescission offer are summarised
in the Annex to this announcement
●
The
terms of the proposed rescission offer will be set forth in a
prospectus supplement to be filed with the U.S. Securities and
Exchange Commission (the "SEC") upon commencement of the rescission
offer
Further to its announcements on 28 March 2022 and 23 May 2022,
BBPLC today makes the following announcement:
The Rescission Offer
BBPLC expects to offer to rescind the previous purchases of
c.U.S.$17.6 billion of certain affected securities that were
issued in excess of registered amounts under BBPLC's U.S. shelf
registration statements. Such securities consist of c.U.S.$14.8
billion of structured notes and c.U.S.$2.8 billion of
exchange-traded notes.
The proposed rescission offer is expected to be made pursuant to a
prospectus supplement under BBPLC's shelf registration
statement on Form F-3 filed with the SEC on 23 May
2022.
The terms of the proposed rescission offer, including a description
of the relevant affected securities, the eligibility requirements
for investors to accept the proposed rescission offer, and the
rescission offer proceeds that are expected to be paid to eligible
investors, will be set forth in the prospectus supplement. A
summary of the expected key terms of the proposed rescission offer
is included in the Annex to this announcement.
Securities subject to the Rescission Offer
A list of the CUSIPs of the relevant affected securities that will
be subject to the proposed rescission offer can be
accessed at https://communications.global.barclays/content/dam/communications-global-barclays/pdf/2022/06/ldnc047433a/Subject_Security_List.pdf.
Timing for the Commencement of the Rescission
Offer
BBPLC expects to commence the proposed rescission offer
on 1 August 2022. The proposed rescission offer will be
open for a period of 30 U.S. business days and expire at 5.00
p.m., Eastern Daylight Time, on 12 September
2022.
- ENDS -
For further information, please contact:
Investor Relations Media
Relations
Chris Manners
Jon
Tracey
+44 (0) 20 7773 2136
+44 (0) 20 7116 4755
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934,
as amended, and Section 27A of the U.S. Securities Act of 1933, as
amended, with respect to BBPLC. BBPLC cautions readers that no
forward-looking statement is a guarantee of future performance and
that actual results or other financial condition or performance
measures could differ materially from those contained in the
forward-looking statements. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements sometimes use words
such as 'may', 'will', 'seek', 'continue', 'aim', 'anticipate',
'target', 'projected', 'expect', 'estimate', 'intend', 'plan',
'goal', 'believe', 'achieve' or other words of similar meaning.
These statements are based on the current beliefs and expectations
of BBPLC's management and are subject to significant risks and
uncertainties. Actual outcomes may differ materially from those
expressed in the forward-looking statements. Factors that could
impact BBPLC's future financial condition and performance are
identified in BBPLC's filings with the SEC (including, without
limitation, BBPLC's Annual Report on Form 20-F for the financial
year ended 31 December 2021, as amended, which is available on the
SEC's website at www.sec.gov).
Subject to BBPLC's obligations under the applicable laws and
regulations of any relevant jurisdiction, (including, without
limitation, the UK and the U.S.), in relation to disclosure and
ongoing information, we undertake no obligation to update publicly
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
BBPLC has filed a registration statement (including a base
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the base
prospectus for this offering in that registration statement and
other documents BBPLC has filed with the SEC for more complete
information about BBPLC and this offering. You may get these
documents for free by searching the SEC online database (EDGAR) at
www.sec.gov. Alternatively, you may obtain a copy of the base
prospectus from BBPLC by calling toll-free 1-888-227-2275
(extension 7-7990).
Annex
Summary of Expected Key Terms of the Proposed Rescission
Offer
Set out below is a summary of the expected key terms of the
proposed rescission offer.
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Entity to make the proposed rescission offer
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Barclays
Bank PLC ("BBPLC")
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Securities to be subject to the proposed rescission
offer
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Structured notes and exchange traded notes to be listed and
described in an appendix to the prospectus supplement (the "Subject
Securities" and each a "Subject Security") that were acquired by
certain purchasers in a distribution from BBPLC through an
underwriter or other distributor in certain transactions falling on
or after the date on which the Subject Securities were first
offered to the public, but prior to and excluding the date of the
prospectus supplement (the "Relevant Period"). A list of the
Subject Securities can be found at https://communications.global.barclays/content/dam/communications-global-barclays/pdf/2022/06/ldnc047433a/Subject_Security_List.pdf.
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Anticipated timing of the proposed rescission offer
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BBPLC
expects to commence the rescission offer on 1 August 2022. The
rescission offer will expire 30 U.S. business days later at 5.00
p.m., Eastern Daylight Time, on 12 September 2022 (the
"Expiration Date").
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Documentation of the proposed rescission offer
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The
proposed rescission offer will be made pursuant to a prospectus
supplement under BBPLC's 2022 shelf registration statement on Form
F-3 filed with the U.S. Securities and Exchange
Commission on 23 May 2022.
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Persons eligible to participate in the proposed rescission
offer
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To be
eligible to participate in the proposed rescission offer with
respect to a given Subject Security, persons will be required to
make representations and warranties and provide BBPLC with evidence
to the following effects:
1.
To be deemed an "Eligible Current Investor":
1.1. Such
person purchased the relevant Subject Security during the Relevant
Period in a distribution from BBPLC through an underwriter or
other distributor;
1.2. Such
person still holds as of the date of the prospectus supplement, and
will continue to hold (unless and until tendered through The
Depository Trust Company's Automated Tender Offer Program ("ATOP")
or repurchased by way of a secondary market trade, in each case
pursuant to the proposed rescission offer) at the end of the
proposed rescission offer period, the relevant Subject Security,
free and clear of any liens, charges, claims, encumbrances,
interests and restrictions of any kind; and
1.3. The
relevant Subject Security is not a Redeeming Subject Security or
Maturing Subject Security (as defined below).
Eligible Current
Investors are referred to as "Initial Investors in Structured
Notes" if they purchased a Subject Security that is a structured
note ("Structured Note") on its initial trade date, as indicated in
the prospectus supplement.
2.
To be deemed an "Eligible Former Investor":
2.1. Such
person purchased the relevant Subject Security during the Relevant
Period in a distribution from BBPLC through an underwriter or
other distributor; and
2.2. Either:
a) Such
person no longer holds the relevant Subject Security as of the date
of the prospectus supplement and such Subject Security has either
been (i) redeemed or matured at a loss, or (ii) sold at a loss, in
each case, provided that such investor continuously held such
relevant Subject Security until the time of redemption, maturity or
sale, as applicable; or
b) Such
person still holds the relevant Subject Security at the date
of the prospectus supplement, and will continue to hold it until it
is redeemed or reaches its maturity, in each case at a loss, on or
before 5:00 p.m., Eastern Daylight Time, on the
Expiration Date (such Subject Securities that are redeemed or will
mature on or before 5:00 p.m., Eastern Daylight Time, on
the Expiration Date, the "Redeeming Subject Securities" or
"Maturing Subject Securities", as applicable).
Eligible
Current Investors and Eligible Former Investors are collectively
referred to as "Eligible Investors."
The
following investors will not be considered Eligible
Investors for purposes of the proposed rescission offer in respect
of Subject Securities acquired pursuant to the following
transactions: (i) holders who, either to cover short positions or
otherwise, borrowed Subject Securities from us or our affiliates
during the Relevant Period; (ii) repurchase agreement
counterparties who purchased Subject Securities from us or our
affiliates during the Relevant Period pursuant to a repurchase
agreement by which we assumed an obligation to repurchase such
Subject Securities at a later date; (iii) dealers,
underwriters or other distributors who purchased the Subject
Securities from us or our affiliates with a view to resell such
Subject Securities to the public, either in the open market or in
privately negotiated transactions, including in market-making
transactions; and (iv) holders of call options, put options or
other types of options to purchase, sell or otherwise indirectly
acquire or dispose of the Subject Securities or an indirect
interest therein.
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Evidence of eligibility
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BBPLC
will accept the following documentation as evidence of meeting the
eligibility requirements to participate in the proposed rescission
offer:
1. For
Eligible Current Investors that are Initial Investors in Structured
Notes: If BBPLC's records corroborate that such investor
purchased a Subject Security that is a Structured Note on its
initial trade date, as indicated in the prospectus supplement, the
investor's ability to tender such Subject Security pursuant to the
terms of the prospectus supplement will be considered sufficient
evidence.
2. For
Eligible Current Investors that are not Initial Investors in
Structured Notes: Satisfactory evidence that such
investor purchased the Subject Security in a distribution from
BBPLC through an underwriter or other distributor during
the Relevant Period, and that such investor continues to hold the
Subject Security as of the date of the prospectus supplement, and
will continue to hold it (unless and until tendered by way of a
secondary market trade pursuant to the proposed rescission
offer) until the end of the proposed rescission
offer period. For such purposes, BBPLC is prepared to accept
the following evidence:
a)
Account statement(s) reflecting the purchase and purchase price
information of the relevant Subject Security, and demonstrating the
continued holding of such Subject Security until the date of the
prospectus supplement;
b)
Receipt, transaction or trade confirmation statement reflecting
BBPLC, or an underwriter or other distributor who purchased the
Subject Security in a distribution from BBPLC, as a principal
seller of the relevant Subject Security, and evidencing that such
Subject Security was acquired during the Relevant
Period.
3. For
Eligible Former Investors: Satisfactory evidence that
such investor purchased the Subject Security in a distribution from
BBPLC through an underwriter or other distributor during
the Relevant Period, and that either (i) the Subject Security was
subsequently sold, redeemed or matured at a loss in a bona fide
transaction; or (ii) if such Subject Security is a Redeeming
Subject Security or Maturing Subject Security, its redemption or
maturity on or before 5:00 p.m., Eastern Daylight Time,
on the Expiration Date resulted in a loss and that such investor
continuously held such relevant Subject Security until the time of
redemption, maturity or sale, as applicable. For such purposes,
BBPLC is prepared to accept the following evidence:
a) Account
statement(s) reflecting the purchase and purchase price information
of the relevant Subject Security, and the subsequent sale,
redemption or maturity (and sale, redemption or maturity price
information) of such Subject Security before the date of the
prospectus supplement and the continued holding of such Subject
Security until the time of sale, redemption or maturity, as
applicable;
b) Receipt,
transaction or trade confirmation statement reflecting BBPLC, or an
underwriter or other distributor who purchased the Subject Security
in a distribution from BBPLC, as a principal seller of the Subject
Security, and evidencing that such Subject Security was acquired
during the Relevant Period;
c) Confirmation
of the Subject Security being sold, redeemed or matured, on such
investor's broker's or account manager's official letterhead,
detailing the sale, redemption or maturity price;
d) Tax
documents, such as IRS Form 1099-B, evidencing the losses incurred
on the subsequent sale, redemption or maturity of the Subject
Security prior to the date of the prospectus
supplement;
e) Daily
trade logs reflecting the history of the purchase and sale of the
relevant Subject Security.
Further,
by accepting the proposed rescission offer, all Eligible Investors
will be deemed to have made certain representations, warranties and
acknowledgments to, and agreements with, BBPLC, as described in the
prospectus supplement.
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Expected rescission offer proceeds
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Eligible
Investors who validly accept the proposed rescission offer are
expected to receive the following rescission offer
proceeds:
1. For
Eligible Current Investors: upon the tender of the
Subject Security to BBPLC by accepting the proposed rescission
offer, BBPLC will pay such investor an amount equal to the purchase
price such investor paid for the Subject
Security, plus interest
from the first day of the month following the date of purchase to,
and including, the last day of the month preceding the date that
payment is made by BBPLC, less the amount of any interest,
coupon payments, principal or other income received on such Subject
Security.
2. For
Eligible Former Investors: BBPLC will pay such investor
an amount equal to the excess, if any, of the amount such investor
paid for the Subject Security over the proceeds from the subsequent
sale, redemption or maturity of such Subject
Security, plus interest (1) on the
amount such investor originally paid for the Subject Security from
the first day of the month following the date of purchase to, and
including, the last day of the month preceding the date of sale,
redemption or maturity and (2) on the loss realized from the
sale, redemption or maturity of the Subject Security from the first
day of the month following the date of sale, redemption or maturity
to, and including, the last day of the month preceding the date
that payment is made by BBPLC, less the amount of any interest,
coupon payments, principal or other income received on such Subject
Security.
The
indicative rescission offer proceeds that are expected to be paid
to Initial Investors in Structured Notes will be included in an
appendix to the prospectus supplement. Such calculations
are based on a number of assumptions and the final amount of
rescission offer proceeds received by Initial Investors in
Structured Notes may be different.
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