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Barclays 23 LSE:12ZB London Medium Term Loan
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Barclays Bank UK PLC Notice of results of Coverd Bondholders' meeting

26/03/2020 2:10pm

UK Regulatory (RNS & others)


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RNS Number : 7498H

Barclays Bank UK PLC

26 March 2020

BARCLAYS BANK UK PLC

(incorporated with limited liability in England and Wales registered number 09740322)

(the Issuer)

NOTICE OF RESULTS OF MEETING

to the holders of those of the:

GBP1,250,000,000 Series 2018-1 Floating Rate Covered Bonds due January 2023 (ISIN: XS1746306585)

(the Series 2018-1 Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.

On 4 March 2020, the Issuer announced an invitation to Eligible Covered Bondholders (as defined below) of the Series 2018-1 Covered Bonds described in the table below to consent to certain amendments to the terms of the Series 2018-1 Covered Bonds (the Consent Solicitation). A meeting of the Series 2018-1 Covered Bondholders (the Meeting) was held earlier today in connection with the Consent Solicitation, and the Issuer now announces the results of the Meeting.

The full terms and conditions of the Consent Solicitations were contained in the consent solicitation memorandum dated 4 March 2020 (the Consent Solicitation Memorandum) prepared by the Issuer. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

 
 Details of the Covered        ISIN       Outstanding Principal    Outcome of Meeting 
          Bonds                                   Amount 
 GBP1,250,000,000 Series   XS1746306585     GBP 1,250,000,000         Extraordinary 
   2018-1 Floating Rate                                             Resolution Passed 
    Covered Bonds due                                                 100% of total 
    January 2023 (the                                                votes were cast 
  Series 2018-1 Covered                                               by a quorum of 
          Bonds)                                                     Eligible Covered 
                                                                     Bondholders who 
                                                                     voted in favour 
                                                                   of the Extraordinary 
                                                                        Resolution 
 

Meeting of the Series 2018-1 Covered Bondholders

The Meeting was held earlier today, and NOTICE IS HEREBY GIVEN to the Series 2018-1 Covered Bondholders that, at the Meeting in respect of the Series 2018-1 Covered Bonds the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied, and accordingly the Amended and Restated Series 2018-1 Final Terms, the Amended and Restated Series 2018-1 Term Advance, the Supplemental Trust Deed, the Supplemental Agency Agreement and the Series 2018-1 Swap Amendment Agreement (the Amendment Documents) relating to the Series 2018-1 Covered Bonds will be executed on or about the 26 March 2020 (the Pricing Date) and the amendments will be effective on and from 9 April 2020.

Summary of Modifications to the Conditions

Pursuant to the terms of the Extraordinary Resolution, the Series 2018-1 Covered Bonds (the Modified Bonds) will be modified so that, instead of the Interest Basis being LIBOR, the Interest Basis will now be SONIA:

 
(a)  The Rate of Interest for the Series 2018-1 Covered Bonds 
      from and including 9 April 2020 (with the first Interest 
      Amount based on such new Rate of Interest being paid on 
      the Interest Payment Date occurring on 9 July 2020) will 
      continue to be a floating rate and will be SONIA plus an 
      adjustment margin plus a spread as specified in the Amended 
      and Restated Series 2018-1 Final Terms (the Adjusted Margin). 
      For the avoidance of doubt, the Interest Amount being paid 
      on the Interest Payment Date occurring on 9 April 2020 will 
      be linked to LIBOR. 
(b)  The Adjusted Margin is the sum of 0.22 per cent. and the 
      LIBOR vs SONIA Interpolated Basis calculated on the Pricing 
      Date (0.20%) and the Adjusted Margin has been set at 0.42%. 
 

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 with respect to the Consent Solicitation. If any Series 2018-1 Covered Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the LLP, the Bond Trustee, the Security Trustee, the Principal Paying Agent, the Solicitation Agent and the Tabulation Agent expresses any opinion about the terms of the Consent Solicitation or the Extraordinary Resolution.

SOLICITATION AND DISTRIBUTION RESTRICTIONS

United States

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation are only for distribution or to be made available to persons who are (i) located and resident outside the United States, its territories and possessions and who are not U.S. persons (as defined in Regulation S under the Securities Act) or acting for the account or benefit of any U.S. person, (ii) eligible counterparties or professional clients (each as defined in MiFID II) and, if applicable and acting on a non-discretionary basis, persons who are acting on behalf of a beneficial owner that is also an eligible counterparty or a professional client, in each case in respect of the Series 2018-1 Covered Bonds and (iii) otherwise persons to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons Eligible Covered Bondholders).

Neither this Notice nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States, its territories and possessions or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Series 2018-1 Covered Bonds and the guarantee thereof, have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States, its territories or possessions or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

For the purpose of the above paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

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 and/or the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities of the Issuer or any other entity. None of the Issuer, the Bond Trustee, the Security Trustee, the Solicitation Agent, the Tabulation Agent, the Principal Paying Agent and the LLP will incur any liability for its own failure or the failure of any other person or persons to comply with the provisions of any such restrictions.

Each Series 2018-1 Covered Bondholder is solely responsible for making its own independent appraisal of all matters (including those relating to the Consent Solicitation, the Series 2018-1 Covered Bonds, the Extraordinary Resolution and the Issuer) as such Series 2018-1 Covered Bondholder deems appropriate. The Tabulation Agent, the Solicitation Agent and the Principal Paying Agent are the agents of the Issuer and owe no duty to any Series 2018-1 Covered Bondholder, and do not accept any responsibility for the contents of this announcement.

This Notice is given by

BARCLAYS BANK UK PLC

Dated 26 March 2020

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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March 26, 2020 10:10 ET (14:10 GMT)

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