Results of Offer to Exchange Securities

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 

13 June 2014

BARCLAYS PLC AND BARCLAYS BANK PLC OFFER TO EXCHANGE EXISTING T1 SECURITIES FOR NEW AT1 SECURITIES: RESULTS ANNOUNCEMENT

On 15 May 2014, Barclays PLC ("Barclays") and Barclays Bank PLC ("Barclays Bank", and together with Barclays, the "Offerors") launched invitations to holders ("Holders") of certain existing Tier 1 securities (the "Existing T1 Securities") issued by Barclays Bank to offer to exchange any or all of such securities for new additional tier 1 securities (the "New AT1 Securities") to be issued by Barclays (the "Exchange Offers"), as the next step in the transition of the Group's capital structure.

Further to such invitations the Offerors hereby announce that, as of the Expiration Date for the Exchange Offers (being 11:59 p.m. (New York City time) on 12 June 2014), the aggregate principal amount of each Series of Existing T1 Securities validly tendered and accepted for exchange, and the aggregate principal amount of each Series of New AT1 Securities to be issued, is as set out in the tables below:

Sterling Exchange Offer

Sterling T1 Securities	ISIN	Exchange Price (per £1,000 principal amount of Sterling T1 Securities)	Principal Amount Outstanding	Principal Amount Accepted for Exchange	Principal Amount Outstanding following Sterling Exchange Offer
6% Callable Perpetual Core Tier One Notes	XS0150052388	£1,040 principal amount of Sterling AT1 Securities	£90,501,000	£77,962,000	£12,539,000
5.3304% Step-up Callable Perpetual Reserve Capital Instruments	XS0248675364	£960 principal amount of Sterling AT1 Securities	£81,481,000	£46,108,000	£35,373,000
6.3688% Step-up Callable Perpetual Reserve Capital Instruments	XS0305103482	£1,050 principal amount of Sterling AT1 Securities	£94,703,000	£61,550,000	£33,153,000
6.0% Non-Cumulative Callable Preference Shares	XS0222208539	£1,030 principal amount of Sterling AT1 Securities	£750,000,000	£540,700,000	£209,300,000

 

 

 

New AT1 Securities	ISIN	Initial Interest Rate	Reset Sterling Interest Margin	Conversion Price	First Call Date	Aggregate Principal Amount to be Issued
Sterling AT1 Securities	XS1068561098	7.00%	5.084%	£1.65	15 September 2019	£697,602,000

 

Euro Exchange Offer

Euro T1 Securities	ISIN	Exchange Price (per €1,000 principal amount of Euro T1 Securities)	Principal Amount Outstanding	Principal Amount Accepted for Exchange	Principal Amount Outstanding following Euro Exchange Offer
4.75% Non-Cumulative Callable Preference Shares	XS0214398199	€1,000 principal amount of Euro AT1 Securities	€1,400,000,000	€1,081,440,000	€318,560,000

 

New AT1 Securities	ISIN	Initial Interest Rate	Reset Euro Interest Margin	Conversion Price	First Call Date	Aggregate Principal Amount to be Issued
Euro AT1 Securities	XS1068574828	6.50%	5.875%	€2.02	15 September 2019	€1,076,730,000

 

Dollar Exchange Offer

Dollar T1 Securities	ISIN / CUSIP	Exchange Price (per $1,000 principal amount of Dollar T1 Securities)	Principal Amount Outstanding	Principal Amount Accepted for Exchange	Principal Amount Outstanding following Dollar Exchange Offer
6.86% Callable Perpetual Core Tier One Notes	XS0155141830;US06738CAG42 / 06738CAG4	$1,135 principal amount of Dollar AT1 Securities	$681,013,000	$111,813,000	$569,200,000
5.926% Step-up Callable Perpetual Reserve Capital Instruments	XS0269453139; US06739FEY34 / 06739FEY3	$1,090 principal amount of Dollar AT1 Securities	$533,064,000	$374,067,000	$158,997,000
7.434% Step-up Callable Perpetual Reserve Capital Instruments	XS0322792010;US06739GAD16 / 06739GAD1	$1,155 principal amount of Dollar AT1 Securities	$346,565,000	$229,414,000	$117,151,000
6.278% Non-Cumulative Callable Dollar Preference Shares, Series 1, evidenced in the form of American Depositary Shares, Series 1	US06738C8284 / 06738C828	$1,060 principal amount of Dollar AT1 Securities	$1,000,000,000	$418,670,000	$581,330,000

 

 

New AT1 Securities	ISIN / CUSIP	Initial Interest Rate	Reset Dollar Interest Margin	Conversion Price	First Call Date	Aggregate Principal Amount to be Issued
Dollar AT1 Securities	US06738EAB11 / 06738E AB1	6.625%	5.022%	$2.77	15 September 2019	$1,211,446,000

 

The Exchange Offers have now expired and no further Existing T1 Securities will be accepted for exchange. The Existing T1 Securities that have not been accepted for exchange will remain outstanding following the Exchange Offers.

The Minimum New Issue Size has been satisfied in respect of each Exchange Offer.

On the Settlement Date (which is expected to be 17 June 2014), Holders of Existing T1 Securities accepted for exchange by the Offerors will receive a principal amount of New AT1 Securities as set out in the tables above under "Exchange Price", plus any applicable Cash Payment Amount and (if applicable) any cash amounts in lieu of fractional New AT1 Securities in the currency of the relevant Series of New AT1 Securities.

All the TONs and the RCIs accepted for exchange pursuant to the Exchange Offers will be cancelled. All the Preference Shares accepted for exchange pursuant to the Exchange Offers are expected to be bought back by Barclays Bank from Barclays and then cancelled by Barclays Bank.

The Exchange Offers remain subject to the terms and conditions set out in the prospectus dated 10 June 2014 (the "Prospectus") and the Form F-4 Registration Statement (the "Registration Statement") filed with the U.S. Securities and Exchange Commission (the "SEC") on 15 May 2014 (as amended on 5 June 2014), which was declared effective on 10 June 2014. Copies of the Prospectus and the Registration Statement are available for free by visiting EDGAR on the SEC website at www.sec.gov or from the Exchange Agents whose contact details are set out at the end of this announcement.

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Prospectus.

Further Information

A complete description of the terms and conditions of the Exchange Offers is set out in the Prospectus. Any questions or requests for assistance may be directed to the Dealer Managers or the Exchange Agents at their respective telephone numbers as set forth below. A Holder may also contact such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offers.

 

 

The Dollar Exchange Agent is:

Global Bondholder Services Corporation
By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended): 65 Broadway - Suite 404 New York, New York 10006 United States of America Attn: Corporate Actions	By Facsimile Transmission (for Eligible Institutions only): (212) 430-3775/3779
	Email: [email protected]
	Confirm by Telephone: (212) 430-3774 Toll free: (866) 470-4500

 

The Sterling and Euro Exchange Agent is:

Lucid Issuer Services Limited
By Hand, Overnight Delivery or Mail (Registered or Certified Mail Recommended): Leroy House 436 Essex Road London N1 3QP United Kingdom Attn: Thomas Choquet / Yves Theis	By Facsimile Transmission (for Eligible Institutions only): +44 20 7067 9098
	Email: [email protected]
	Confirm by Telephone: +44 20 7704 0880

 

The Sole Global Coordinator and Lead Dealer Manager for the Exchange Offers is:

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

United States

 

In the United States:

U.S. Toll-Free: +1 (800) 438-3242

Collect: +1 (212) 528-7581

Fax: +1 (646) 834-0584

Email: [email protected]

Attention: Liability Management Group

 

In Europe:

Tel: +44(0) 20 3134 8515

Fax: +44(0) 20 7516 7379
Email: [email protected]

Attention: Liability Management Group

 

 

 

 

 

 

 

The Joint Dealer Managers for the Dollar Exchange Offers are:

Banco Bilbao Vizcaya Argentaria, S.A.   One Canada Square 44th Floor Canary Wharf London E14 5AA United Kingdom   In Europe: Tel: + 44 (0)207 397 60 29 Attention: Gianmarco Deiana Email: [email protected]	Merrill Lynch, Pierce Fenner & Smith Incorporated   214 North Tryon Street, 21st Floor Charlotte, NC 28255 United States   In the United States: U.S. Toll-Free: +1 (888) 292-0070 Collect: +1 (980) 683-3215 Attention: Debt Advisory   In Europe: Tel: +44 (0)20 7995 3715 / +44 (0)20 7996 0867 Email: [email protected] / [email protected] Attention: John Cavanagh / Karl Bystedt Wikblom
Citigroup Global Markets Limited   Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom   Attention: Liability Management Group Tel: +44 20 79868969 Email: [email protected]	ING Financial Markets LLC   1325 Avenue of the Americas New York, NY  10019 United States   In the United States: U.S. Toll-Free: +1 (877) 446-4930 Collect: +1 (646) 424-6000 Fax: +1 (646) 424-6064 Attention: Debt Capital Markets
SMBC Nikko Capital Markets Limited   One New Change London EC4M 9AF United Kingdom   In Europe: Email: [email protected]

 

 

The Joint Dealer Managers for the Sterling Exchange Offer and the Euro Exchange Offer are:

Crédit Agricole Corporate and Investment Bank   Broadwalk House 5 Appold Street London EC2A 2DA United Kingdom   In Europe: Tel: +44 (0)20 7214 7140 Email: [email protected]	Credit Suisse Securities (Europe) Limited   One Cabot Square Canary Wharf London E14 4QJ United Kingdom   In Europe: Tel: +44 (0)20 7883 8763 Email: [email protected]
Lloyds Securities Inc.   1095 Avenue of the Americas New York, NY 10036 United States   In Europe: Tel: +44 (0)20 7158 2720 Email: [email protected] Attention: Liability Management Group	Natixis   30, avenue Pierre Mendès-France 75013 Paris France   In Europe: Tel: +33 1 58 55 27 89 Email: [email protected] Attention: Legal Bonds
Swedbank AB (publ)   Large Corporates & Institutions SE-105 34 Stockholm Sweden Attention: Legal   In Europe: Email: [email protected]	UBS Limited   1 Finsbury Avenue London EC2M 2PP United Kingdom Attention: Liability Management Group   In Europe: Tel: +44 (0)20 7567 0525 Email: [email protected] / [email protected]

 

Analyst and Investor Information

Further information for analysts and investors can be obtained from the following contacts at Barclays:

Investor Relations

Richard Caven

+ 44 (0) 207 116 2809

 

Sofia Lonnqvist

+44 (0) 207 116 5716

 

Barclays Treasury

Jennifer Moreland

+ 44 (0) 203 555 4495

 

Tim Allen

+44 (0) 203 134 6290

 

Disclaimer

This announcement must be read in conjunction with the Prospectus. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement, and this announcement does not constitute an offer of any securities for sale. As described above, Barclays has filed a Registration Statement and Prospectus with the SEC in relation to the Exchange Offers.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.