Blueprint
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
May 01,
2018
Barclays PLC and
Barclays Bank PLC
(Names
of Registrants)
1 Churchill Place
London E14 5HP
England
(Address
of Principal Executive Offices)
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 is a joint Report on Form 6-K filed by Barclays PLC and
Barclays
Bank
PLC. All of the issued ordinary share capital of Barclays Bank PLC
is
owned
by Barclays 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
|
Exhibit
No. 1
|
Total Voting Rights dated 03 April 2018
|
|
Exhibit
No. 2
|
Barclays completes Ring-Fencing Transfer Scheme dated 03 April
2018
|
|
Exhibit
No. 3
|
Additional Listing dated 04 April 2018
|
|
Exhibit
No. 4
|
Director/PDMR Shareholding dated 11 April 2018
|
|
Exhibit
No. 5
|
Director/PDMR Shareholding dated 11 April 2018
|
|
Exhibit
No. 6
|
Holding(s) in Company dated 19 April 2018
|
|
Exhibit
No. 7
|
Notice to Bondholders of 9.5% Subordinated Bonds dated 19 April
2018
|
|
Exhibit
No. 8
|
Holding(s) in Company dated 25 April 2018
|
|
Exhibit
No. 9
|
Notice to Bondholders of 9.5% bonds dated 30 April
2018
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each of
the registrants has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
|
|
BARCLAYS
PLC
|
|
|
(Registrant)
|
Date:
May 01, 2018
|
|
By: /s/
Garth Wright
--------------------------------
|
|
|
Garth
Wright
|
|
|
Assistant
Secretary
|
|
|
BARCLAYS
BANK PLC
|
|
|
(Registrant)
|
Date:
May 01, 2018
|
|
By: /s/
Garth Wright
--------------------------------
|
|
|
Garth
Wright
|
|
|
Assistant
Secretary
|
Exhibit
No. 1
3 April
2018
Barclays PLC - Total Voting Rights
In
accordance with the Financial Conduct Authority's (FCA) Disclosure
Guidance and Transparency Rule 5.6.1R, Barclays PLC notifies the
market that as of 31 March 2018, Barclays PLC's issued share
capital consists of 17,069,447,987 Ordinary shares with voting
rights.
There
are no Ordinary shares held in Treasury.
The
above figure (17,069,447,987) may be used by shareholders (and
others with notification obligations) as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in,
Barclays PLC under the FCA's Disclosure Guidance and Transparency
Rules.
- Ends -
For
further information, please contact:
|
Investor
Relations
|
Media
Relations
|
|
Kathryn
McLeland
|
Tom
Hoskin
|
|
+44 (0)
20 7116 4943
|
+44
(0) 20 7116 6927
|
Exhibit No. 2
03
April 2018
Barclays PLC
Barclays Bank PLC
Barclays successfully completes Ring-Fencing Transfer
Scheme
On 9 March 2018 Barclays was granted approval from the Prudential
Regulation Authority and the High Court of Justice of England and
Wales to implement the "ring-fencing" of its day-to-day banking
services of Barclays using a legal process called a Ring-Fencing
Transfer Scheme (the "Scheme") under Part VII of the Financial
Services and Markets Act 2000.
The requirement to ring-fence day-to-day banking services, which
must be completed by 1 January 2019, is one of the reforms brought
in by the UK government, aiming to strengthen the UK financial
system following the financial crisis that began in
2008.
Barclays has now implemented the Scheme and established the
ring-fenced bank, Barclays Bank UK PLC on 1 April 2018. This entity
will operate alongside, but have the ability to take decisions
independently from, Barclays Bank PLC as part of the Barclays Group
under Barclays PLC.
Ends
For
further information please contact:
|
Investor
Relations
|
Media
Relations
|
|
Kathryn
McLeland
|
Tom
Hoskin
|
|
+44 (0)
20 7116 4943
|
+44
(0) 20 7116 6927
|
About Barclays
Barclays
is a transatlantic consumer and wholesale bank offering products
and services across personal, corporate and investment banking,
credit cards and wealth management, with a strong presence in our
two home markets of the UK and the US.
With
over 325 years of history and expertise in banking, Barclays
operates in over 40 countries and employs approximately 80,000
people. Barclays moves, lends, invests and protects money for
customers and clients worldwide.
For further information about Barclays, please visit our
website www.barclays.com
Exhibit No. 3
4 April 2018
Barclays PLC - Additional Listing
Barclays PLC (the "Company") confirms the allotment and issue of
32,076,179 ordinary shares of 25 pence each in the
Company, at a price of 209.21 pence per share (the
"Shares"), to shareholders who are participants in the Company's
Scrip Dividend Programme (the "Programme") in respect of the final
dividend for the year ended 31 December 2017. The Shares issued
rank equally with existing issued Shares.
Application has been made to the Financial Conduct Authority for
the Shares to be admitted to the Official List and to the London
Stock Exchange for the Shares to be admitted to trading.
Dealings in the Shares are expected to commence on 5 April
2018.
Copies of the following documents relating to the Programme are
available on our website and, in accordance with Listing Rule
9.6.1, have been submitted to the National Storage Mechanism and
are available for inspection at www.hemscott.com/nsm.do;
● Terms and Conditions of the Programme;
and
● Scrip Dividend Mandate Form.
For further information, please contact:
|
Our Registrar, Equiniti:
0371 384 2055*
+44 (0)121 415 7004
*Lines are open 8.30am to 5.30pm UK time, Mondays to
Fridays, excluding Public Holidays
in England and Wales.
|
|
Barclays Investor Relations
Barclays Media
Relations
Kathryn
McLeland
Tom Hoskin
+44 (0)20 7116
4943
+44 (0)20 7116 6927
|
About Barclays
Barclays
is a transatlantic consumer and wholesale bank offering products
and services across personal, corporate and investment banking,
credit cards and wealth management, with a strong presence in our
two home markets of the UK and the US.
With
over 325 years of history and expertise in banking, Barclays
operates in over 40 countries and employs approximately 80,000
people. Barclays moves, lends, invests and protects money for
customers and clients worldwide.
For further information about Barclays, please visit our
website home.barclays
Exhibit
No. 4
11
April 2018
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
Barclays PLC (the
"Company") announces the following transactions by persons
discharging managerial responsibility ("PDMRS") in ordinary shares
of the Company with a nominal value of 25 pence each ("Shares") of
which it was notified on 10 April:
1.
the reinvestment of the final dividend for the year ending 31
December 2017 by Barclays Global Nominee Limited, an independent
nominee, the transaction having taken place on 9 April 2018;
and
2.
the reinvestment of the final dividend for the year ending 31
December 2017 by the trustee of the Barclays Group Share Incentive
Plan, the transaction having taken place on 9 April
2018.
The
number of Shares received by PDMRs and the transaction price of
those Shares are as follows:
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Jes
Staley
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Executive
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
5,033
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Tushar
Morzaria
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Finance Director
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
13,019
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Paul
Compton
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Operating Officer
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
337
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Bob
Hoyt
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
General Counsel
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
8,196
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Laura
Padovani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
417
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Laura
Padovani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by the
trustee of the Barclays Group Share Incentive Plan.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.085
|
6
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
|
|
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Tristram
Roberts
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
HR Director
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
1,230
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
|
a)
|
Name
|
Tim
Throsby
|
|
|
2
|
Reason for the notification
|
|
|
a)
|
Position/status
|
President,
Barclays InternationalCEO, Corporate and Investment
Bank
|
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
|
a)
|
Name
|
Barclays
PLC
|
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
|
£2.1107
|
439
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
|
|
|
|
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Ashok
Vaswani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
CEO,
Barclays UK
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
4,147
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
|
|
|
|
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Ashok
Vaswani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
CEO,
Barclays UK
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by the
trustee of the Barclays Group Share Incentive Plan.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.085
|
55
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
C.S. Venkatakrishnan
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Chief
Risk Officer
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
Reinvestment
of the final dividend for the year ending 31 December 2017 by
Barclays Global Nominee Limited, an independent
nominee.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.1107
|
1,953
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
For further information please contact:
|
Investor Relations
|
Media Relations
|
|
Kathryn McLeland
|
Tom Hoskin
|
|
+44 (0)20 7116 4943
|
+44 (0)20 7116 4755
|
Exhibit
No. 5
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
|
a)
|
Name
|
Laura
Padovani
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Barclays
PLC
|
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
|
b)
|
Nature of the transaction
|
The
trustee of the Barclays Group Share Incentive Plan notified
Barclays PLC that it acquired and now holds Shares on behalf of the
individual described above. The Shares acquired include an
allocation of Shares as matching shares.
|
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
|
£2.085
|
47
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
|
e)
|
Date of the transaction
|
2018-04-09
|
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
Exhibit No. 6
TR-1: Standard form for notification of major holdings
|
NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to the FCA in Microsoft Word
format if possible)i
|
|
|
|
1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attachedii:
|
Barclays PLC
|
|
1b. Please indicate if the issuer is a non-UK issuer
(please mark with an "X" if
appropriate)
|
|
Non-UK issuer
|
|
|
2. Reason for the notification (please mark the appropriate
box or boxes with an "X")
|
|
An
acquisition or disposal of voting rights
|
X
|
|
An
acquisition or disposal of financial instruments
|
|
|
An
event changing the breakdown of voting rights
|
|
|
Other
(please specify)iii:
|
|
|
3. Details of person subject to the notification
obligationiv
|
|
Name
|
BlackRock,
Inc.
|
|
City
and country of registered office (if applicable)
|
Wilmington,
DE, USA
|
|
4. Full name of shareholder(s) (if different from
3.)v
|
|
Name
|
|
|
City
and country of registered office (if applicable)
|
|
|
5. Date on which the threshold was crossed or
reachedvi:
|
18/04/2018
|
|
6. Date on which issuer notified
(DD/MM/YYYY):
|
19/04/2018
|
|
7. Total positions of person(s) subject to the notification
obligation
|
|
|
% of
voting rights attached to shares (total of 8. A)
|
% of
voting rights through financial instruments(total of 8.B 1 + 8.B
2)
|
Total
of both in % (8.A + 8.B)
|
Total
number of voting rights of issuervii
|
|
Resulting
situation on the date on which threshold was crossed or
reached
|
4.56%
|
1.52%
|
6.08%
|
17,069,447,987
|
|
Position
of previous notification (if
applicable)
|
6.07%
|
0.02%
|
6.10%
|
|
|
|
|
|
|
|
|
|
|
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reachedviii
|
|
A: Voting rights attached to shares
|
|
Class/type ofshares
ISIN
code (if possible)
|
Number of voting rightsix
|
% of voting rights
|
|
Direct
(Art 9
of Directive 2004/109/EC) (DTR5.1)
|
Indirect
(Art 10
of Directive 2004/109/EC) (DTR5.2.1)
|
Direct
(Art 9
of Directive 2004/109/EC) (DTR5.1)
|
Indirect
(Art 10
of Directive 2004/109/EC) (DTR5.2.1)
|
|
GB0031348658
|
|
779,075,831
|
|
4.56%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. A
|
779,075,831
|
4.56%
|
|
|
|
B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a))
|
|
Type of financial instrument
|
Expirationdatex
|
Exercise/Conversion Periodxi
|
Number of voting rights that may be acquired if the instrument
is
exercised/converted.
|
% of voting rights
|
|
Securities
Lending
|
|
|
256,145,582
|
1.50%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
256,145,582
|
1.50%
|
|
|
|
B 2: Financial Instruments with similar economic effect according
to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b))
|
|
Type of financial instrument
|
Expirationdatex
|
Exercise/Conversion Period xi
|
Physical or cash
settlementxii
|
Number of voting rights
|
% of voting rights
|
|
CFD
|
|
|
Cash
|
4,068,137
|
0.02%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8.B.2
|
4,068,137
|
0.02%
|
|
|
|
9. Information in relation to the person subject to the
notification obligation (please mark the
applicable
box with an "X")
|
|
Person
subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuerxiii
|
|
|
Full chain of controlled
undertakings through which the voting rights and/or thefinancial
instruments are effectively held starting with the ultimate
controlling natural person or legal entityxiv (please add
additional rows as necessary)
|
X
|
|
Namexv
|
% of voting rights if it equals or is higher than the notifiable
threshold
|
% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
See
Attachment
|
|
|
|
|
|
|
10. In case of proxy voting, please identify:
|
|
Name of
the proxy holder
|
|
|
The
number and % of voting rights held
|
|
|
The
date until which the voting rights will be held
|
|
|
|
|
11. Additional informationxvi
|
|
BlackRock
Regulatory Threshold Reporting Team James Michael
020
7743 3650
|
|
|
|
|
|
|
|
Place of completion
|
12
Throgmorton Avenue, London, EC2N 2DL, U.K.
|
|
Date of completion
|
19
April, 2018
|
Section
9 Attachment
|
Namexv
|
% of voting rights if it equals or is higher than the notifiable
threshold
|
% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
Capital Holdings, Inc.
|
|
|
|
|
BlackRock
Advisors, LLC
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Australia Holdco Pty. Ltd.
|
|
|
|
|
BlackRock
Investment Management (Australia) Limited
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Group Limited
|
|
|
|
|
BlackRock
Investment Management (UK) Limited
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Group Limited
|
|
|
|
|
BlackRock
Advisors (UK) Limited
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
Holdco 4, LLC
|
|
|
|
|
BlackRock
Holdco 6, LLC
|
|
|
|
|
BlackRock
Delaware Holdings Inc.
|
|
|
|
|
BlackRock
Fund Advisors
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
Holdco 4, LLC
|
|
|
|
|
BlackRock
Holdco 6, LLC
|
|
|
|
|
BlackRock
Delaware Holdings Inc.
|
|
|
|
|
BlackRock
Fund Advisors
|
|
|
|
|
BlackRock
Institutional Trust Company, National Association
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Holdco 3, LLC
|
|
|
|
|
BlackRock
Canada Holdings LP
|
|
|
|
|
BlackRock
Canada Holdings ULC
|
|
|
|
|
BlackRock
Asset Management Canada Limited
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
Trident
Merger, LLC
|
|
|
|
|
BlackRock
Investment Management, LLC
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
(Singapore) Holdco Pte. Ltd.
|
|
|
|
|
BlackRock
(Singapore) Limited
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Group Limited
|
|
|
|
|
BlackRock
(Netherlands) B.V.
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
(Singapore) Holdco Pte. Ltd.
|
|
|
|
|
BlackRock
HK Holdco Limited
|
|
|
|
|
BlackRock
Lux Finco S.a.r.l.
|
|
|
|
|
BlackRock
Trident Holding Company Limited
|
|
|
|
|
BlackRock
Japan Holdings GK
|
|
|
|
|
BlackRock
Japan Co., Ltd.
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
(Singapore) Holdco Pte. Ltd.
|
|
|
|
|
BlackRock
HK Holdco Limited
|
|
|
|
|
BlackRock
Asset Management North Asia Limited
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Group Limited
|
|
|
|
|
BlackRock
Investment Management (UK) Limited
|
|
|
|
|
BlackRock
Asset Management Deutschland AG
|
|
|
|
|
|
|
|
|
|
BlackRock,
Inc.
|
|
|
|
|
BlackRock
Holdco 2, Inc.
|
|
|
|
|
BlackRock
Financial Management, Inc.
|
|
|
|
|
BlackRock
International Holdings, Inc.
|
|
|
|
|
BR
Jersey International Holdings L.P.
|
|
|
|
|
BlackRock
Group Limited
|
|
|
|
|
BlackRock
International Limited
|
|
|
|
|
|
|
|
|
Exhibit No. 7
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
Barclays Bank Plc
(Incorporated with limited liability in England and Wales,
registered number 1026167)
(the
"Issuer")
NOTICE OF MEETING
to all
holders of the outstanding
£200,000,000 9½ per cent. Subordinated Bonds due 2021
originally issued by Woolwich Building Society (ISIN:
XS0068009637) (the "Bonds")
NOTICE
IS HEREBY GIVEN that a meeting (the "Meeting") of the holders (the
"Bondholders") convened by
the Issuer will be held at the offices of Clifford Chance LLP at 10
Upper Bank Street, London E14 5JJ, United Kingdom on 11 May 2018
for the purpose of considering and, if thought fit, passing the
resolution set out below in respect of the Proposal, which will be
proposed as an Extraordinary Resolution at the Meeting in
accordance with the fifth supplemental trust deed (further
modifying and restating the trust deed dated 28 August 1991, as
previously modified and restated) dated 7 August 1996 as
supplemented, amended, restated and modified from time to time (the
"Trust Deed"), made between
the Issuer and The Law Debenture Trust Corporation p.l.c. (the
"Trustee") and constituting
the Bonds. The Meeting will commence at 10.00 a.m. (London
time).
The
purpose of the Proposal is to align the status provisions in the
Conditions and the Trust Deed with those contained in the terms and
conditions of the Group's most recently issued Tier 2
Capital.
Bondholders
are further given notice that the Issuer has invited all
Bondholders to consent to the Proposal by participating in the
Consent Solicitation, as defined in and as further described in the
Consent Solicitation Memorandum dated 19 April 2018 prepared by the
Issuer (the "Consent Solicitation
Memorandum").
Unless
the context otherwise requires, capitalised terms used but not
defined in this Notice shall have the meaning given in the Trust
Deed or the Extraordinary Resolution, as applicable.
TIMETABLE
The
indicative timetable is summarised below:
|
Event
|
Indicative Timetable
|
|
Announcement
|
19
April 2018
|
|
Early
Consent Deadline
|
4.00
p.m. (London time) on 2 May 2018
|
|
Consent
Deadline
|
4.00
p.m. (London time) on 8 May 2018
|
|
Final
Voting Deadline
|
4.00
p.m. (London time) on 8 May 2018
|
|
Meeting
of Bondholders
|
10.00
a.m. (London time) on 11 May 2018
|
|
Announcement
of the results of the Meeting
|
As soon
as reasonably practicable after the Meeting
|
|
Execution
and delivery of Sixth Supplemental Trust Deed
|
As soon
as reasonably practicable after the Meeting or the adjourned
Meeting, as the case may be
|
|
Payment
Date
|
No
later than the fifth Business Day following the date on which the
Sixth Supplemental Trust Deed is executed and delivered by the
Issuer and the Trustee.
|
The above dates and times are subject to the right of the Issuer to
extend, re-open, amend and/or terminate the Consent Solicitation
(other than the terms of the Extraordinary Resolution) as described
in the Consent Solicitation Memorandum and the passing of the
Extraordinary Resolution. Accordingly, the actual timetable may
differ significantly from the timetable above.
EXTRAORDINARY RESOLUTION
"THAT
this Meeting of the holders (together, the "Bondholders") of the outstanding
£200,000,000 9½ per cent. Subordinated Bonds due 2021
originally issued by Woolwich Building Society (ISIN: XS0068009637)
of Barclays Bank PLC (the "Issuer"), constituted by a fifth
supplemental trust deed (further modifying and restating the trust
deed dated 28 August 1991, as previously modified and restated)
dated 7 August 1996 as supplemented, amended, restated and modified
from time to time (the "Trust
Deed") made between the Issuer and The Law Debenture Trust
Corporation p.l.c. (the "Trustee"):
1.
assents to and approves the Proposal (as defined in the consent
solicitation memorandum dated 19 April 2018 (the "Consent Solicitation Memorandum")) and
its implementation on and subject to the condition set out in
paragraph 5 of this Extraordinary Resolution as
follows:
●
The definition of "Senior Creditors" in Clause 1(A) of the
Trust Deed will be deleted and replaced with the following
definition:
""Senior Creditors"
means creditors of the Issuer (i) who are depositors and/or other
unsubordinated creditors of such Issuer; or (ii) who are
subordinated creditors of such Issuer (whether in the event of
winding-up or administration of the Issuer or otherwise) other than
(x) those whose claims by law rank, or by their terms are expressed
to rank, pari passu with or
junior to the claims of the Bondholders and relevant Couponholders
or (y) those whose claims are in respect of Parity Obligations or
Junior Obligations."
●
The following additional definitions will be added in Clause
1(A) of the Trust Deed, each in the appropriate alphabetical
place:
""Junior
Obligations" means the obligations of the Issuer (as issuer or
borrower, as the case may be) in respect of (a) the following
stocks, bonds, notes and loans: the Undated Floating Rate Primary
Capital Notes Series 1, the Undated Floating Rate Primary Capital
Notes Series 2, the Undated Floating Rate Primary Capital Notes
Series 3, the 7.7 per cent. Undated Subordinated Notes, the 8.25
per cent. Undated Subordinated Notes, the 7.125 per cent. Undated
Subordinated Notes, the 6.125 per cent. Undated Subordinated Notes,
the Junior Undated Floating Rate Notes, the 9.25 per cent.
Perpetual Subordinated Bonds (ex-Woolwich plc), the 9 per cent.
Permanent Interest Bearing Capital Bonds, the 5.03 per cent.
Reverse Dual Currency Undated Subordinated Loan, the 5 per cent.
Reverse Dual Currency Undated Subordinated Loan, the 6 per cent.
Callable Perpetual Core Tier One Notes, the 6.86 per cent. Callable
Perpetual Core Tier One Notes, the 6.3688 per cent. Step-up
Callable Perpetual Reserve Capital Instruments, the 14 per cent.
Step-up Callable Perpetual Reserve Capital Instruments, the 5.3304
per cent. Step- up Callable Perpetual Reserve Capital Instruments,
the 8.25 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities, the 8.00 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities,
the 6.625 per cent.
Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 6.50 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities,
the £ 7.875 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the US$ 7.875 per
cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 7.250 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities and the 5.875
per cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Capital Securities for the time being
outstanding and (b) any other obligations of the Issuer which rank
or are expressed to rank pari passu with any of such obligations."
""Parity
Obligations" means the obligations of the Issuer (as issuer or
borrower, as the case may be) in respect of (a) the following
stocks, bonds, notes and loans: (i) the Floating Rate Subordinated
Notes 2018, the Floating Rate Subordinated Notes 2019, the 5.140
per cent. Lower Tier 2 Notes 2020, the Subordinated Floating Rate
Notes 2021, the 10 per cent. Fixed Rate Subordinated Notes 2021,
the 10.179 per cent. Fixed Rate Subordinated Notes 2021, the 6.00
per cent. Fixed Rate Subordinated Notes 2021, the Subordinated
Floating Rate Notes 2022, the 6.625 per cent. Fixed Rate
Subordinated Notes 2022, the 7.625 per cent. Contingent Capital
Notes 2022, the Subordinated Floating Rate Notes 2023, the 5.75 per
cent. Fixed Rate Subordinated Notes 2026, the 5.20 per cent. Fixed
Rate Subordinated Notes 2026, the 6.33 per cent. Subordinated Notes
2032 and the Subordinated Floating Rate Notes 2040 of the Issuer
the 2.000 per cent. Fixed Rate Subordinated Callable Notes 2028,
the 4.836 per cent. Fixed Rate Subordinated Notes 2028 and the 3.75
per cent. Fixed Rate Subordinated Callable Notes 2030, and (ii) the
5.4 per cent. Reverse Dual Currency Subordinated Loan 2027 to the
Issuer, in each case for the time being outstanding and (b) any
other obligations of the Issuer which rank or are expressed to rank
pari passu with any of such
obligations."
●
the deletion of Clause 6 of the Principal Trust Deed and the
substitution therefor of the following new Clause 6:
6. (A) The
Securities (and the Coupons relating thereto, if any) constitute
direct, unsecured and subordinated obligations of the Issuer
ranking pari passu without
any preference among themselves but subordinated as hereafter
provided in this Clause 6.
(B) On
a winding up or administration of the Issuer, the claims (on behalf
of the Holders but not the rights and claims of the Trustee in its
personal capacity under the Trust Deed) (including any damages or
other amounts (if payable)) (the "Securities Claims") shall (i) be
subordinated to the claims of all Senior Creditors of the Issuer,
(ii) rank at least pari
passu with the claims in respect of the Parity Obligations
of the Issuer and the claims of all other subordinated creditors of
the Issuer which in each case by law rank, or by their terms are
expressed to rank, pari
passu with the Securities; and (iii) rank senior to the
Issuer's ordinary shares, preference shares and any junior
subordinated obligations (including the Junior Obligations of the
Issuer) or other securities of the Issuer which by law rank, or by
their terms are expressed to rank, junior to the
Securities.
(C) The
receipt of the liquidator for the time being of the Issuer (the
"Liquidator") for any moneys
paid by the Trustee to him pursuant to sub-clause (B) of this
Clause shall be a good discharge to the Trustee for the performance
by the Trustee of the relative trust mentioned in such Clause and
the Trustee shall not be bound to supervise or be in any way
responsible for such distribution.
(D) The
Trustee shall be entitled and it is hereby authorised to call for
and to accept as conclusive evidence thereof a certificate from the
Liquidator as to:
(i) the
amounts of the claims of all the other creditors referred to in
sub-clause (B) of this Clause; and
(ii)
the persons entitled thereto and their respective
entitlements.
(E) Subject
to applicable law, the Securities Claims may not be set off, or be
the subject of a counterclaim, by the Holder against or in respect
of any of its obligations to the Issuer, the Trustee or any other
person and every Holder waives, and shall be treated for all
purposes as if it had waived, any right that it might otherwise
have to set-off, or to raise by way of counterclaim any of its
claims in respect of the Securities or related Coupons, against or
in respect of any of its obligations to the Issuer, the Trustee or
any other person. If, notwithstanding the preceding sentence,
any Holder receives or recovers any sum or the benefit of any sum
in respect of the Securities or related Coupon by virtue of any
such set-off or counterclaim, it shall hold the same on trust for
the Issuer and shall pay the amount thereof to the Issuer or, in
the event of the winding up of the Issuer, to the
Liquidator.
(F) In the
event of the winding up or liquidation of the Issuer, if any amount
in respect of the Securities and Coupons is paid to the Trustee or
a Holder or Couponholder before the claims of the Senior Creditors
(except as aforesaid in sub-clause (B) of this Clause) then such
payment or distribution shall be held in trust by the Trustee or
the relevant Noteholder or Couponholder first for application in
payment or satisfaction of the costs, charges, expenses and
liabilities incurred by the Trustee in or about the execution of
the trusts of these presents in relation to the relevant Notes and
Coupons (including remuneration of the Trustee) and secondly as to
any balance for distribution amongst the Senior Creditors of the
Issuer (except as aforesaid in sub-clause (B) of this Clause) in
the winding up as if the Securities Claims had been postponed as
aforesaid in sub-clause (B) of this Clause and the said trust, may
be performed by the Trustee by repaying to the Liquidator the
amount so to be distributed on terms that the Liquidator shall
distribute the same accordingly and in that event the Trustee shall
not be bound to supervise such distribution and shall receive for
distribution amongst the relevant Holders and Couponholders only
such amounts (if any) as shall be available after the claims of all
such Senior Creditors of the Issuer (except as aforesaid) shall
have been satisfied in full.
(G) Nothing
in this Clause 6 shall affect or prejudice the payment of the
costs, charges, expenses, liabilities or remuneration of the
Trustee or the rights and remedies of the Trustee in respect
thereof.
(H) For the
avoidance of doubt, Securities may be redeemed only in accordance
with the provisions of Condition 4 (Redemption and Purchase).
●
The deletion from the terms and conditions of the New Bonds
contained in the Offering Circular, the Fifth Supplemental Trust
Deed and appended on the back of any New Bond of Condition 2
(Status and Subordination)
and the substitution therefor of the following new Condition 2
(Status and
Subordination):
"In the
event of the winding-up or administration of the Issuer, the claims
of the Trustee (on behalf of the Bondholders and the Couponholders
but not the rights and claims of the Trustee in its personal
capacity under the Trust Deed) will (i) be subordinated (in the
manner provided in the Trust Deed) to the claims of all Senior
Creditors (ii) rank at least pari
passu with the claims in respect of Parity Obligations and
with the claims of all other subordinated creditors of the Issuer
which in each case by law rank, or by their terms are expressed to
rank, pari passu with the
Bonds; and (iii) rank senior to the Issuer's ordinary shares,
preference shares and any junior subordinated obligations
(including the Junior Obligations) or other securities of the
Issuer which by law rank, or by their terms are expressed to rank,
junior to the Bonds.
Nothing
in this Condition 2 (Status and
Subordination) shall affect or prejudice the payment of the
costs, charges, expenses, liabilities or remuneration of the
Trustee or the rights and remedies of the Trustee in respect
thereof.
"Junior
Obligations" means the obligations of the Issuer (as issuer or
borrower, as the case may be) in respect of (a) the following
stocks, bonds, notes and loans: the Undated Floating Rate Primary
Capital Notes Series 1, the Undated Floating Rate Primary Capital
Notes Series 2, the Undated Floating Rate Primary Capital Notes
Series 3, the 7.7 per cent. Undated Subordinated Notes, the 8.25
per cent. Undated Subordinated Notes, the 7.125 per cent. Undated
Subordinated Notes, the 6.125 per cent. Undated Subordinated Notes,
the Junior Undated Floating Rate Notes, the 9.25 per cent.
Perpetual Subordinated Bonds (ex-Woolwich plc), the 9 per cent.
Permanent Interest Bearing Capital Bonds, the 5.03 per cent.
Reverse Dual Currency Undated Subordinated Loan, the 5 per cent.
Reverse Dual Currency Undated Subordinated Loan, the 6 per cent.
Callable Perpetual Core Tier One Notes, the 6.86 per cent. Callable
Perpetual Core Tier One Notes, the 6.3688 per cent. Step-up
Callable Perpetual Reserve Capital Instruments, the 14 per cent.
Step-up Callable Perpetual Reserve Capital Instruments, the 5.3304
per cent. Step- up Callable Perpetual Reserve Capital Instruments,
the 8.25 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities, the 8.00 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities,
the 6.625 per cent.
Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 6.50 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities,
the £ 7.875 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the US$ 7.875 per
cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 7.250 per cent. Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities and the 5.875
per cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Capital Securities for the time being
outstanding and (b) any other obligations of the Issuer which rank
or are expressed to rank pari passu with any of such obligations.
"Parity
Obligations" means the obligations of the Issuer (as issuer or
borrower, as the case may be) in respect of (a) the following
stocks, bonds, notes and loans: (i) the Floating Rate Subordinated
Notes 2018, the Floating Rate Subordinated Notes 2019, the 5.140
per cent. Lower Tier 2 Notes 2020, the Subordinated Floating Rate
Notes 2021, the 10 per cent. Fixed Rate Subordinated Notes 2021,
the 10.179 per cent. Fixed Rate Subordinated Notes 2021, the 6.00
per cent. Fixed Rate Subordinated Notes 2021, the Subordinated
Floating Rate Notes 2022, the 6.625 per cent. Fixed Rate
Subordinated Notes 2022, the 7.625 per cent. Contingent Capital
Notes 2022, the Subordinated Floating Rate Notes 2023, the 5.75 per
cent. Fixed Rate Subordinated Notes 2026, the 5.20 per cent. Fixed
Rate Subordinated Notes due 2026, the 6.33 per cent. Subordinated
Notes 2032 and the Subordinated Floating Rate Notes 2040 of the
Issuer the 2.000 per cent. Fixed Rate Subordinated Callable Notes
2028, the 4.836 per cent. Fixed Rate Subordinated Notes 2028 and
the 3.75 per cent. Fixed Rate Subordinated Callable Notes 2030, and
(ii) the 5.4 per cent. Reverse Dual Currency Subordinated Loan 2027
to the Issuer, in each case for the time being outstanding and (b)
any other obligations of the Issuer which rank or are expressed to
rank pari passu with any of
such obligations.
"Senior
Creditors" means creditors of the Issuer (i) who are depositors
and/or other unsubordinated creditors of such Issuer; or (ii) who
are subordinated creditors of such Issuer (whether in the event of
winding-up or administration of the Issuer or otherwise) other than
(x) those whose claims by law rank, or by their terms are expressed
to rank, pari passu with or
junior to the claims of the Bondholders and relevant Couponholders
or (y) those whose claims are in respect of Parity Obligations or
Junior Obligations.
Subject
to applicable law, no Bondholder or Couponholder may exercise,
claim or plead any right of set-off, compensation or retention in
respect of any amount owed to it by the Issuer arising under or in
connection with the Bonds or the Coupons and each Bondholder and
Couponholder shall, by virtue of being the holder of any Bond or
coupon (as the case may be), be deemed to have waived all such
rights of set-off, compensation or retention."
2. sanctions and consents to every abrogation, modification,
compromise or arrangement in respect of the rights of the
Bondholders appertaining to the Bonds against the Issuer, whether
or not such rights arise under the Trust Deed, involved in or
resulting from or to be effected by, the amendments referred to in
paragraph 1 of this Extraordinary Resolution and their
implementation;
3. authorises, directs, requests and empowers the Trustee
to:
(a) concur in the modifications referred to in
paragraph 1 of this Extraordinary Resolution and, in order to give
effect to and implement such modifications, on or shortly after the
passing of this Extraordinary Resolution and subject to the
satisfaction of the condition set out in paragraph 5 below, to
execute a supplemental trust deed (the "Sixth Supplemental Trust Deed") in the form of
the draft referred to in paragraph 1 of this Extraordinary
Resolution, with such amendments (if any) as may be requested by
the Issuer and approved by the Trustee and as available for
inspection by the Bondholders, in its sole and absolute discretion,
or required by the Trustee in accordance with the provisions of the
Trust Deed;
(b) concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient, in the sole and absolute discretion of the Trustee, to
carry out and give effect to this Extraordinary Resolution and the
implementation of the modifications referred to in paragraph 1 of
this Extraordinary Resolution;
4. discharges and exonerates the Trustee from all liability
for which it may have become or may become responsible or liable
under the Trust Deed or the Bonds in respect of any act or omission
in connection with the Proposal, its implementation or this
Extraordinary Resolution;
5. declares that the implementation of this
Extraordinary Resolution shall be in all respects conditional on
the Issuer not having previously terminated the Consent
Solicitation in respect of the Bonds in accordance with the
provisions for such termination set out in the Consent Solicitation
Memorandum; and
6. acknowledges that the term "Consent Solicitation in respect of the
Bonds", as used in this Extraordinary Resolution, shall mean
the invitation by the Issuer to all Bondholders to consent to the
Proposal as described in the Consent Solicitation Memorandum and as
the same may be amended in accordance with its terms."
EARLY CONSENT FEE AND CONSENT FEE
The
Issuer will pay to each Bondholder from whom a valid Solicitation
Instruction (as defined below) in favour of the Extraordinary
Resolution is received by the Tabulation Agent (A) by the Early
Consent Deadline of 4.00 p.m. (London time) on 2 May 2018 (the
"Early Consent Deadline"),
an amount equal to 0.20 per cent. of the nominal amount of the
Bonds (the "Early Consent
Fee") or (B) after the Early Consent Deadline but by the
Consent Deadline of 4.00 p.m. (London time) on 8 May 2018 (the
"Consent Deadline"), an
amount equal to 0.10 per cent. of the nominal amount of the Bonds
(the "Consent Fee"), subject
to (i) such Solicitation Instruction not being revoked (in the
limited circumstances in which such revocation is permitted), (ii)
the Extraordinary Resolution being duly passed and the Sixth
Supplemental Trust Deed being executed and delivered by the Issuer
and the Trustee and (iii) the Issuer not having previously
terminated the Consent Solicitation in accordance with the
provisions for such termination set out in the Consent Solicitation
Memorandum, all as more fully described in the Consent Solicitation
Memorandum. Only Bondholders who deliver, or arrange to have
delivered on their behalf, valid Solicitation Instructions in
favour of the Extraordinary Resolution by the Early Consent
Deadline or Consent Deadline, (which are not subsequently revoked,
in the limited circumstances in which such revocation is permitted)
will be eligible to receive the Early Consent Fee or Consent Fee,
respectively. For the avoidance of doubt, the Early Consent Fee and
the Consent Fee are separate and not cumulative.
It is a
term of the Consent Solicitation that Solicitation Instructions in
favour of the Extraordinary Resolution shall be irrevocable (save
in certain limited circumstances described in the Consent
Solicitation Memorandum).
Bondholders
who have not delivered or arranged for the delivery of a
Solicitation Instruction in favour of the Extraordinary Resolution
as provided above but who wish to attend and vote at the Meeting in
person or to make other arrangements to be represented or to vote
at such Meeting may do so in accordance with the voting and quorum
procedures set out in this Notice and the provisions for meetings
of Bondholders set out in the Third Schedule to the Trust Deed.
However, such Bondholders will not be eligible to receive any Early
Consent Fee or Consent Fee. Only Bondholders who deliver, or
arrange to have delivered on their behalf, valid Solicitation
Instructions in favour of the Extraordinary Resolution which are
received by the Tabulation Agent by the Early Consent Deadline or
Consent Deadline will be eligible to receive the Early Consent Fee
or Consent Fee, respectively.
GENERAL
Copies
of (i) the Consent Solicitation Memorandum (ii) the current draft
of the Sixth Supplemental Trust Deed and (iii) the Trust Deed are
available in electronic and hard copy formats on request from the
Tabulation Agent, the details for which are set out below. A
Bondholder will be required to produce evidence satisfactory to the
Tabulation Agent as to his or her status as a Bondholder before
being sent a copy of the Consent Solicitation Memorandum or the
draft Sixth Supplemental Trust Deed.
Copies
of (i) the Consent Solicitation Memorandum (ii) the current draft
of the Sixth Supplemental Trust Deed and (iii) the Trust Deed are
also available for collection or inspection by Bondholders (a) on
and from the date of this Notice up to and including the date of
the Meeting, at the specified offices of the Principal Paying Agent
during normal business hours on any week day (Saturdays, Sundays
and public holidays excepted) up to and including the date of the
Meeting and (b) at the Meeting and at the offices of Clifford
Chance LLP at 10 Upper Bank Street, London E14 5JJ, United Kingdom
for 15 minutes before the Meeting. Any revised version of the draft
Sixth Supplemental Trust Deed made available as described above and
marked to indicate changes to the draft made available on the date
of this Notice will supersede the previous draft of the Sixth
Supplemental Trust Deed and Bondholders will be deemed to have
notice of any such changes.
The attention of Bondholders is particularly drawn to the
procedures for voting, quorum and other requirements for the
passing of the Extraordinary Resolution at the Meeting or any
meeting held following any adjournment of such Meeting, which are
set out in paragraph 3 of "Voting and Quorum" below. Having regard to such requirements,
Bondholders are strongly urged either to attend the Meeting or to
take steps to be represented at such Meeting (including by way of
submitting Solicitation Instructions in favour of the Extraordinary
Resolution) as soon as possible.
TRUSTEE
Neither the Trustee nor any of its directors, officers, employees
or affiliates has been involved in the formulation of the
Extraordinary Resolution and the Trustee expresses no opinion and
makes no representation as to the merits of the Extraordinary
Resolution, the Consent Solicitation or on whether Bondholders
would be acting in their best interests in participating in the
Consent Solicitation or otherwise voting in respect of the
Proposal, and nothing in this Notice should be construed as a
recommendation to Bondholders from the Trustee to vote in favour
of, or against, the Extraordinary Resolution or to participate in
the Consent Solicitation or otherwise vote in respect of the
Proposal. Bondholders should take their own independent financial
and legal advice on the merits and on the consequences of voting in
favour of, or against, an Extraordinary Resolution, including as to
any tax consequences. The Trustee has not reviewed, nor will it be
reviewing, any documents relating to the Consent Solicitation
and/or the Proposal, except this Notice and the Sixth Supplemental
Trust Deed. Neither the Trustee nor any of its directors, officers,
employees or affiliates has verified, or assumes any responsibility
for the accuracy or completeness of, any of the information
concerning the Consent Solicitation, the Proposal, the Issuer or
the factual statements contained in, or the effect or effectiveness
of, the Consent Solicitation Memorandum, this Notice or any other
documents referred to in the Consent Solicitation Memorandum or
this Notice or assumes any responsibility for any failure by the
Issuer to disclose events that may have occurred and may affect the
significance or accuracy of such information or the terms of any
amendment (if any) to the Consent Solicitation. On the basis of the
information set out in the Consent Solicitation Memorandum and this
Notice, the Trustee has, however, authorised it to be stated that
the Trustee has no objection to the Extraordinary Resolution being
put to Bondholders for their consideration.
VOTING AND QUORUM
Bondholders who have submitted and not revoked (in the limited
circumstances in which revocation is permitted) a valid
Solicitation Instruction in respect of the Extraordinary
Resolution, by which they will have given instructions for the
appointment of one or more representatives of the Tabulation Agent
by the Principal Paying Agent as their proxy to vote in respect of
the Extraordinary Resolution at the Meeting (or any adjourned such
Meeting), need take no further action to be represented at the
Meeting (or any adjourned such Meeting).
Bondholders
who have not submitted or have submitted and subsequently revoked
(in the limited circumstances in which such revocation is
permitted) a Solicitation Instruction in respect of the
Extraordinary Resolution should take note of the provisions set out
below detailing how such Bondholders can attend or take steps to be
represented at the Meeting (references to which, for the purpose of
such provisions, include, unless the context otherwise requires,
any adjourned such Meeting).
1. Subject as set out
below, the provisions governing the convening and holding of the
Meeting are set out in the Third Schedule to the Trust Deed, copies
of which are available from the date of this Notice to the
conclusion of the Meeting (or any adjourned such Meeting) as
referred to above. For the purposes of the Meetings, a
"Bondholder" means a Direct
Participant (as defined below).
2. All of the Bonds
are represented by a global note held by a common depositary for
Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg").
For the purposes of this paragraph 2, a "Direct Participant" means each person
who is for the time being shown in the records of Clearstream,
Luxembourg and/or Euroclear as the holder of a particular nominal
amount of the relevant Bonds.
A
Direct Participant or beneficial owner of Bonds wishing to attend
the Meeting in person must produce at such Meeting a valid voting
certificate or certificates issued by a Paying Agent relating to
the Bonds in respect of which it wishes to vote.
A
Direct Participant or beneficial owner of Bonds not wishing to
attend and vote at the Meeting in person may either deliver its
valid voting certificate(s) to the person whom it wishes to attend
on its behalf or the Direct Participant may (or the beneficial
owner of such Bonds may arrange for the relevant Direct Participant
on its behalf to) give a voting instruction (by giving voting and
blocking instructions to Euroclear or Clearstream, Luxembourg (a
"Solicitation Instruction",
as defined and more fully described in the Consent Solicitation
Memorandum)) instructing a Paying Agent to appoint a proxy to
attend and vote at the Meeting in accordance with that Direct
Participant's instructions.
A
Direct Participant must request the relevant clearing system to
block the relevant Bonds in its account and to hold the same to the
order or under the control of the relevant Paying Agent not later
than 48 hours before the time appointed for holding the Meeting in
order to obtain voting certificates or give voting instructions in
respect of such Meeting. In the case of Solicitation Instructions
such blocking instructions are part of the electronic instructions
that must be given. Bonds so blocked will not be released until the
earlier of:
(i) the
conclusion of the relevant Meeting (or, if applicable, any
adjourned such Meeting); and
(ii)
(A) in respect
of voting certificate(s), the surrender to a Paying Agent of such
voting certificate(s) and notification by the relevant Paying Agent
to the relevant clearing system of such surrender or the compliance
in such any other manner with the rules of the relevant clearing
system relating to such surrender; or
(B) in
respect of Solicitation Instructions, not less than 48 hours before
the time for which the Meeting (or, if applicable, any adjourned
such Meeting) is convened, the notification in writing of any
revocation of a Direct Participant's previous instructions to the
relevant Paying Agent and the same then being notified in writing
by the relevant Paying Agent to the Issuer at least 24 hours before
the time appointed for holding the Meeting and such Bonds ceasing
in accordance with the procedures of the relevant clearing system
and with the agreement of the relevant Paying Agent to be held to
its order or under its control.
For the
purposes of this Notice:
"24 hours" means a period of 24 hours
including all or part of a day upon which banks are open for
business in both the place where the relevant Meeting is to be held
and in each of the places where the Paying Agents have their
specified offices (disregarding for this purpose the day on which
such Meeting is to be held) and such period shall be extended by
one period or, to the extent necessary, more periods of 24 hours
until there is included as aforesaid all or part of a day upon
which banks are open for business as aforesaid; and
"48 hours" means a period of 48 hours
including all or part of two days upon which banks are open for
business both in the place where the relevant Meeting is to be held
and in each of the places where the Paying Agents have their
specified offices (disregarding for this purpose the day on which
such Meeting is to be held) and such period shall be extended by
one period or, to the extent necessary, more periods of 24 hours
until there is included as aforesaid all or part of two days upon
which banks are open for business in all of the places as
aforesaid.
It is a
term of the Consent Solicitation that Solicitation Instructions in
favour of the Extraordinary Resolution shall be irrevocable
(including for any adjourned Meeting) save in certain limited
circumstances as provided in the Consent Solicitation
Memorandum.
Bondholders should
note that Solicitation Instructions or voting instructions
otherwise given (unless validly revoked) shall remain valid for any
adjourned Meeting. Bondholders should note further that the Early
Consent Fee or Consent Fee, as applicable, is payable only to those
Bondholders who have delivered valid Solicitation Instructions in
favour of the Extraordinary Resolution in accordance with the terms
of the Consent Solicitation which have been received by the
Tabulation Agent by the Early Consent Deadline or Consent Deadline,
respectively (which are not subsequently revoked, in the limited
circumstances in which such revocation is permitted) and only if
the Extraordinary Resolution is duly passed and the Sixth
Supplemental Trust Deed is executed and delivered by the Issuer and
the Trustee.
3. The quorum
required for the Meeting is one or more persons present holding
Bonds or voting certificates or being proxies and holding or
representing in the aggregate a clear majority in the nominal
amount of the Bonds for the time being outstanding. If a quorum is
not present within fifteen minutes from the time appointed for the
Meeting, such Meeting will be adjourned for a period being not less
than 14 days nor more than 42 days and to a place determined by the
Chairman (with the approval of the Trustee) and the Extraordinary
Resolution will be considered at such adjourned Meeting (notice of
which will be given to the Bondholders). The quorum at such an
adjourned Meeting will be one or more persons present in person
holding Bonds or holding voting certificates or being proxies
(whatever the nominal amount of the Bonds for the time being
outstanding so held or represented by such persons). The holding of
any adjourned Meeting will be subject to the Issuer giving at least
10 days' notice (exclusive of the day on which the notice is given
and of the day on which the Meeting is to be resumed) in accordance
with the Conditions and the Trust Deed that such adjourned Meeting
is to be held.
4. Every question
submitted to a Meeting shall be decided in the first instance by a
show of hands. Unless a poll is (before or on the declaration of
the result of the show of hands) demanded by the Chairman or by one
or more persons present holding one or more Bonds and/or voting
certificates and/or being proxies and being or representing in the
aggregate not less than one fiftieth of the nominal amount of the
Bonds for the time being outstanding, a declaration by the Chairman
that a resolution has been carried or carried by a particular
majority or lost or not carried by a particular majority shall be
conclusive evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of, or against, the
Extraordinary Resolution.
5. At the Meeting (a) on
a show of hands, every person who is present in person and produces
a definitive bond or a voting certificate or is a proxy shall have
one vote and (b) on a poll, every person who is so present shall
have one vote in respect of each £1.00 in nominal amount of
the Bonds so represented by the voting certificate or in respect of
which that person is a proxy.
6. To be passed,
the Extraordinary Resolution requires a majority in favour
consisting of not less than three-fourths of the votes cast. If
passed, an Extraordinary Resolution shall be binding on all
Bondholders, whether or not at the Meeting and whether or not
voting.
This
Notice is given by Barclays Bank PLC.
Bondholders
should contact the following for further information:
The Solicitation Agent
Barclays Bank PLC
(in its capacity as Solicitation Agent), 5 The North Colonnade,
London E14 4BB, United Kingdom
(Attention: Liability Management Group, Telephone: +44 20 3134
8515, Email: eu.lm@barclays.com)
The Tabulation Agent
Lucid
Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London
WC1H 8HA, United Kingdom
(Attention: Thomas Choquet, Telephone: +44 20 7704 0880,
Email: barclays@lucid-is.com)
The Principal Paying Agent
HSBC
Bank plc, 8 Canada Square, London E14 5HQ, United
Kingdom
(Attention: The Senior Manager, CT Paying Agent, Corporate Trust
and Loan Agency, Telephone: +60 32173 2364 / +60 71608 53743,
Email: ctla.payingagency@hsbc.com
/ ctla.csm@hsbc.com)
Dated:
19 April 2018
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 Bondholder is in any doubt as to the
action it should take or is unsure of the impact of the
implementation of the Consent Solicitation or the Proposal, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. Any individual or company whose Bonds 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 Consent Solicitation or
otherwise vote in respect of the Proposal. None of the
Issuer, the Solicitation Agent, the Tabulation Agent, the Trustee
or the Principal Paying Agent makes any recommendation whether
Noteholders should participate in the Consent Solicitation or
otherwise vote in respect of the Proposal.
Nothing in this announcement or the Consent Solicitation Memorandum
constitutes or contemplates an offer of, an offer to purchase or
the solicitation of an offer to purchase or sell any security in
any jurisdiction. The distribution of this announcement and
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
Exhibit
No. 8
TR-1: Standard form for notification of major holdings
|
NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to the FCA in Microsoft Word
format if possible)i
|
|
|
|
1a. Identity of the issuer or the underlying
issuer of existing shares to
which voting rights are attachedii:
|
Barclays
PLC
|
|
1b. Please indicate if the issuer is a non-UK issuer
(please mark with an "X"
if appropriate)
|
|
Non-UK issuer
|
|
|
2. Reason for the notification (please mark the appropriate
box or boxes with an "X")
|
|
An
acquisition or disposal of voting rights
|
X
|
|
An
acquisition or disposal of financial instruments
|
X
|
|
An
event changing the breakdown of voting rights
|
|
|
Other
(please specify)iii:
|
|
|
3. Details of person subject to the notification
obligationiv
|
|
Name
|
(i)
Edward Bramson
(ii) Stephen
Welker
(iii)
Sherborne Investors Management GP, LLC
(iv)
Sherborne Investors Management LP
|
|
City
and country of registered office (if applicable)
|
135
East 57th Street
Floor
32
New
York, NY 10022
United
States of America
|
|
4. Full name of shareholder(s) (if different from
3.)v
|
|
Name
|
(i)
SIGC, LP (Incorporated), as a counterparty to the
investment management agreement with Sherborne
Investors Management (Guernsey) LLC
(ii) Whistle
Investors LLC, as a counterparty to the investment management
agreement with Sherborne Investors Management LP
(iii)
Whistle Investors II LLC, as a counterparty to the investment
management agreement with Sherborne Investors Management
LP
|
|
City
and country of registered office (if applicable)
|
SIGC,
LP (Incorporated):
1 Royal
Plaza
Royal
Avenue
St
Peter Port
Guernsey
GY1 2HL
Whistle
Investors LLC and Whistle Investors II LLC:
c/o
Corporation Service Company
251
Little Falls Drive
Wilmington,
DE 19808
United
States of America
|
|
|
|
|
|
5. Date on which the threshold was crossed or
reachedvi:
|
24
April 2018
|
|
6. Date on which issuer notified
(DD/MM/YYYY):
|
24
April 2018
|
|
7. Total positions of person(s) subject to the notification
obligation
|
|
|
% of
voting rights attached to shares (total of 8.
A)
|
% of
voting rights through financial
instruments(total
of 8.B 1 + 8.B 2)
|
Total
of both in % (8.A + 8.B)
|
Total
number of voting rights of
issuervii
|
|
Resulting
situation on the date on which threshold was crossed or
reached
|
4.95%
|
0.46%
|
5.41%
|
17,069,447,987
|
|
Position
of previous notification (if
applicable)
|
1.94%
|
3.21%
|
5.16%
|
|
|
|
|
|
|
|
|
|
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reachedviii
|
|
A: Voting rights attached to shares
|
|
Class/type ofshares
ISIN
code (if possible)
|
Number of voting rightsix
|
% of voting rights
|
|
Direct
(Art 9
of Directive 2004/109/EC) (DTR5.1)
|
Indirect
(Art 10
of Directive 2004/109/EC) (DTR5.2.1)
|
Direct
(Art 9
of Directive 2004/109/EC) (DTR5.1)
|
Indirect
(Art 10
of Directive 2004/109/EC) (DTR5.2.1)
|
|
GB0031348658
|
|
844,994,550
|
|
4.95%
|
|
SUBTOTAL 8. A
|
844,994,550
|
4.95%
|
|
B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a))
|
|
Type of financial instrument
|
Expirationdatex
|
Exercise/Conversion Periodxi
|
Number of voting rights that may be acquired if the instrument
is
exercised/converted
|
% of voting rights
|
|
|
|
|
|
|
|
|
|
SUBTOTAL 8. B 1
|
|
|
|
|
|
B 2: Financial Instruments with similar economic effect according
to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b))
|
|
Type of financial instrument
|
Expirationdatex
|
Exercise/Conversion Period xi
|
Physical or cash
settlementxii
|
Number of voting rights
|
% of voting rights
|
|
CFD
|
|
|
Cash
|
35,971,616
|
0.21%
|
|
TRS
|
10
April 2019
|
|
Cash
|
42,821,468
|
0.25%
|
|
|
|
|
SUBTOTAL 8.B.2
|
78,793,084
|
0.46%
|
|
|
|
|
|
|
|
|
|
|
9. Information in relation to the person subject to the
notification obligation (please mark the
applicable
box with an "X")
|
|
Person
subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuerxiii
|
|
|
Full
chain of controlled undertakings through which the voting rights
and/or thefinancial instruments are effectively held starting with
the ultimate controlling natural person or legal
entityxiv (please add additional rows as
necessary)
|
X
|
|
Namexv
|
% of voting rights if it equals or is higher than the notifiable
threshold
|
% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
Edward
Bramson
|
N/A
|
N/A
|
5.41%
|
|
Stephen
Welker
|
N/A
|
N/A
|
5.41%
|
|
Sherborne
Investors Management GP, LLC
|
N/A
|
N/A
|
5.41%
|
|
Sherborne
Investors Management LP
|
N/A
|
N/A
|
5.41%
|
|
Intentionally left blank
|
Intentionally left blank
|
Intentionally left blank
|
Intentionally left blank
|
|
Edward
Bramson
|
N/A
|
N/A
|
5.41%
|
|
Stephen
Welker
|
N/A
|
N/A
|
5.41%
|
|
Sherborne
Investors Management GP, LLC
|
N/A
|
N/A
|
5.41%
|
|
Sherborne
Investors Management LP
|
N/A
|
N/A
|
5.41%
|
|
Sherborne
Investors Management
(Guernsey)
LLC
|
N/A
|
N/A
|
N/A
|
|
|
|
10. In case of
proxy voting, please identify:
|
|
Name of
the proxy holder
|
N/A
|
|
The
number and % of voting rights held
|
N/A
|
|
The
date until which the voting rights will be held
|
N/A
|
|
11. Additional informationxvi
|
|
|
|
Place of completion
|
London
|
|
Date of completion
|
24
April 2018
|
Exhibit
No. 9
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION
OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION
THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL
ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY
FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
BARCLAYS BANK PLC
(Incorporated with limited liability in England and Wales,
registered number 1026167)
(the
"Issuer")
AMENDMENT TO TERMS OF
CONSENT SOLICITATION
Notice to all holders of the outstanding
£200,000,000 9½ per cent. Subordinated Bonds due 2021
originally issued
by Woolwich Building Society (ISIN: XS0068009637) (the
"Bonds")
Further
to the announcement by the Issuer on 19 April 2018 of a Consent
Solicitation in respect of the Bonds, the Issuer hereby announces
amendments to the terms of the Consent Solicitation as
follows:
●
the Early Consent Fee of 0.20 per cent. of the
nominal amount of Bonds that are the subject of a valid
Solicitation Instruction will be extended to all Bondholders
submitting a valid Solicitation Instruction which is received by
the Tabulation Agent prior to the Final Voting Deadline;
and
●
this Early Consent Fee will be payable to all
Bondholders who have delivered or arranged for delivery of a valid
Solicitation Instruction (either in favour or against the
Extraordinary Resolution) which is received by the Tabulation Agent
prior to the Final Voting Deadline.
Payment
of the Early Consent Fee will be subject to the Extraordinary
Resolution being duly passed and the Sixth Supplemental Trust Deed
being executed and delivered by the Issuer and the Trustee along
with the other conditions set out in the Consent Solicitation
Memorandum.
Any
Solicitation Instructions which have been submitted prior to the
date hereof will be revocable in accordance with the terms set out
in the Consent Solicitation Memorandum. The deadline for revocation
of such Solicitation Instructions is 5.00 p.m. (London time) on 3
May 2018.
All
other terms of the Consent Solicitation remain unchanged and are as
set out in the Consent Solicitation Memorandum. There is no change
to the Final Voting Deadline which is 4.00 p.m. (London time) on 8
May 2018.
Bondholders
are advised to check with any bank, securities broker or other
intermediary through which they hold their Bonds when such
intermediary would need to receive instructions from a Bondholder
in order for such Bondholder to participate in the Consent
Solicitation or to validly revoke their Solicitation Instruction.
The deadlines set by any such intermediary and each Clearing System
for the submission and revocation of Solicitation Instructions will
be earlier than the deadlines above.
Unless
the context otherwise requires, capitalised terms used but not
defined in this announcement shall have the meaning given in the
Consent Solicitation Memorandum dated 19 April 2018.
This
announcement is given by Barclays Bank PLC.
Dated:
30 April 2018
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 Bondholder is in any doubt as to the
action it should take or is unsure of the impact of the
implementation of the Consent Solicitation or the Proposal, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial,
tax or legal adviser. Any individual or company whose Bonds 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 Consent Solicitation or
otherwise vote in respect of the Proposal. None of the
Issuer, the Solicitation Agent, the Tabulation Agent, the Trustee
or the Principal Paying Agent makes any recommendation whether
Noteholders should participate in the Consent Solicitation or
otherwise vote in respect of the Proposal.
Nothing in this announcement or the Consent Solicitation Memorandum
constitutes or contemplates an offer of, an offer to purchase or
the solicitation of an offer to purchase or sell any security in
any jurisdiction. The distribution of this announcement and
the Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.