barc201406136k.htm
 
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
 
June 13, 2014
 
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
Barclays announces Results of Offer to Exchange Securities- dated 13 June 2014
 




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: June 13, 2014
 
 
By: /s/ Patrick Gonsalves
----------------------
Patrick Gonsalves
Deputy Secretary
 
 
 
 
BARCLAYS BANK PLC
(Registrant)



Date: June 13, 2014
By: /s/ Patrick Gonsalves
----------------------
Patrick Gonsalves
Joint Secretary
 

 
 

 
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 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: info@gbsc-usa.com
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: barclays@lucid-is.com
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: us.lm@barclays.com
Attention: Liability Management Group
 
In Europe:
Tel: +44(0) 20 3134 8515
Fax: +44(0) 20 7516 7379
Email: eu.lm@barclays.com
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: gianmarco.deiana@bbva.com
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: john.m.cavanagh@baml.com / karl.bystedtwikblom@baml.com
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: liabilitymanagement.europe@citi.com
 
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: lntm@smbcnikko-cm.com
 
 
 


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: liability.management@ca-cib.com
 
Credit Suisse Securities (Europe) Limited
 
One Cabot Square
Canary Wharf
London E14 4QJ
United Kingdom
 
In Europe:
Tel: +44 (0)20 7883 8763
Email: liability.management@credit-suisse.com
Lloyds Securities Inc.
 
1095 Avenue of the Americas
New York, NY 10036
United States
 
In Europe:
Tel: +44 (0)20 7158 2720
Email: Liability.Management@lloydsbanking.com
Attention: Liability Management Group
 
Natixis
 
30, avenue Pierre Mendès-France
75013 Paris
France
 
In Europe:
Tel: +33 1 58 55 27 89
Email: legal.bonds@natixis.com
Attention: Legal Bonds
 
Swedbank AB (publ)
 
Large Corporates & Institutions
SE-105 34 Stockholm
Sweden
Attention: Legal
 
In Europe:
Email: dcm.legal@swedbank.se
UBS Limited
 
1 Finsbury Avenue
London EC2M 2PP
United Kingdom
Attention: Liability Management Group
 
In Europe:
Tel: +44 (0)20 7567 0525
Email: mark-t.watkins@ubs.com / mahmoud.abdelaal@ubs.com
 
 
 
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.