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Barclays PLC — Capital/Financing Update 2021
May 13, 2021
5250_rns_2021-05-13_2423162e-dc40-4741-b9c2-f43f855c8985.pdf
Capital/Financing Update
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IMPORTANT – PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65, as amended ("EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
IMPORTANT – PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Final Terms dated 10 May 2021
BARCLAYS PLC
Legal entity identifier (LEI): 213800 LBQA 1Y9L22JB70
Issue of EUR 1,250,000,000 1.106 per cent. Fixed Rate Resetting Senior Callable Notes due May 2032 (the "Notes")
under the £60,000,000,000 Debt Issuance Programme
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the base prospectus dated 11 March 2021 and the supplemental base prospectus dated 4 May 2021 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus.
Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
| 1. | (i) | Issuer: | Barclays PLC |
|---|---|---|---|
| 2. | (i) | Series Number: | 255 |
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes become fungible: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Euro ("EUR") | |
| 4. | Aggregate Nominal Amount: | EUR 1,250,000,000 | |
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | |
| 6. | (i) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof |
| (ii) | Calculation Amount: | EUR 1,000 | |
| 7. | (i) | Issue Date: | 12 May 2021 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 12 May 2032 | |
| 9. | Interest Basis: | Reset Notes | |
| (see paragraph 15 below) | |||
| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. |
|
| 11. | Change | of Interest or Redemption/Payment Basis: |
Not Applicable |
| 12. | Call Options: | Issuer Call | |
| 13. | (i) | Status of the Notes: | Senior |
| (ii) | Date Board approval for issuance of Notes obtained: |
24 February 2021 | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 14. | Fixed Rate Note Provisions | Not Applicable | |
| 15. | Reset Note Provisions | Applicable | |
(i) Initial Rate of Interest: 1.106 per cent. per annum payable in arrear on each Interest Payment Date up to and including the First Reset Date
| (ii) | Interest Payment Date(s): | 12 May in each year up to and including the Maturity Date |
||
|---|---|---|---|---|
| (iii) Fixed Coupon Amount up to (but excluding) the First Reset Date: |
EUR 11.06 per Calculation Amount | |||
| (iv) | Broken Amount(s): | Not Applicable | ||
| (v) | Reset Reference Rate: | Mid-Swap Rate | ||
| (vi) | First Reset Date: | 12 May 2031 | ||
| (vii) | Day Count Fraction: | Actual/Actual (ICMA) | ||
| (viii) | Reset Date: | The First Reset Date | ||
| (ix) | Mid-Swap Rate: | Single Mid-Swap Rate | ||
| (a) | Mid-Swap Maturity: | 6 months | ||
| (b) | Mid-Swap Floating Leg Benchmark Rate: |
EURIBOR | ||
| (c) | Relevant Screen Page: | Reuters Screen page "ICESWAP2" | ||
| (d) | Reset Margin: | +1.00 per cent. per annum | ||
| (x) | Reference Bond Rate: | Not Applicable | ||
| (xi) | Sterling Reference Bond Rate: | Not Applicable | ||
| (xii) U.S. Treasury Rate: (xiii) Reference Banks: |
Not Applicable | |||
| As per the Conditions | ||||
| (xiv) | Reset Determination Dates: | The second Business Day prior to the First Reset Date | ||
| (xv) | Minimum Rate of Interest: | Zero | ||
| (xvi) | Maximum Rate of Interest: | Not Applicable | ||
| (xvii) | Business Day Convention: | No Adjustment | ||
| (xviii) | Additional Business Centre(s): | Not Applicable | ||
| (xix) | Reset Determination Time: | As per the Conditions | ||
| (xx) | Agent Bank: | The Bank of New York Mellon, London Branch | ||
| 16. | Floating Rate Note Provisions | Not Applicable | ||
| 17. | Zero Coupon Note Provisions | Not Applicable | ||
| PROVISIONS RELATING TO REDEMPTION |
| 18. | Call Option | Applicable | ||||
|---|---|---|---|---|---|---|
| (i) | Optional (Call): |
Redemption | Date(s) | Any date from and including the Issue Date to and including the First Reset Date. |
| (ii) | (Call): | Optional Redemption Amount | Make Whole Redemption Price in the case of the Optional Redemption Date(s) falling in the period from and including the Issue Date to but excluding the First Reset Date (the "Make Whole Redemption Dates") and EUR 1,000 per Calculation Amount in the case of the Optional Redemption Date falling on the First Reset Date |
|
|---|---|---|---|---|
| (iii) | Make Whole Redemption Price: | Non-Sterling Make Whole Redemption Amount | ||
| (a) | Redemption Margin: | 0.200 per cent. | ||
| (b) | Reference Bond: | DBR 0 Feb-31 | ||
| (c) | Quotation Time: | 11.00a.m. London Time | ||
| (d) | Relevant Make Whole Screen Page: |
PXGE or any page as may replace such page | ||
| (e) | Reference Date: | As per the Conditions | ||
| (f) | Par Redemption Date: | The First Reset Date | ||
| (iv) Redeemable in part: |
Applicable in respect of any redemption which occurs on a Make Whole Redemption Date. Otherwise, any redemption of the Notes on the First Reset Date may only be in whole but not in part |
|||
| (a) | Minimum Redemption Amount: |
Not Applicable | ||
| (b) | Maximum Redemption Amount: |
Not Applicable | ||
| (v) | Notice period: | Minimum period: 15 days | ||
| Maximum period: 60 days | ||||
| 19. | Optional | Redemption Amount (Regulatory Event) (for Tier 2 Capital Notes only): |
Not Applicable | |
| 20. | Early Redemption Amount (Tax): | EUR 1,000 per Calculation Amount | ||
| 21. | Optional | Absorption | Redemption Amount (Loss Disqualification Event) (for Senior Notes only): |
EUR 1,000 per Calculation Amount |
| 22. | Final Redemption Amount of each Note: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at EUR 1,000 per Calculation Amount |
||
| 23. | Early Termination Amount: | As per the Conditions | ||
GENERAL PROVISIONS APPLICABLE TO THE NOTES
| 24. | Form of Notes: | Registered Notes: |
|---|---|---|
| Unrestricted Global Certificate registered in the name | ||
| of a nominee for a common safekeeper for Euroclear | ||
| and Clearstream, Luxembourg (that is, held under the | ||
| New Safekeeping Structure (NSS)) exchangeable for |
Unrestricted Individual Certificates in the limited circumstances described in the Unrestricted Global Certificate.
- New Global Note: No
Not Applicable
-
- Additional Financial Centre(s) or other special provisions relating to payment dates:
-
- Talons for future Coupons to be attached to Definitive Notes: No
-
Relevant Benchmarks: EURIBOR is provided by the European Money Markets Institute (the "EMMI"). As at the date hereof, the EMMI does not appear in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA. As far as the Issuer is aware, the EMMI, as administrator of EURIBOR, is not required to be registered by virtue of article 2 of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA.
The Mid-Swap Rate that appears on the Reuters Screen page "ICESWAP2" is provided by ICE Benchmark Administration Limited ("ICE"). As at the date hereof, ICE appears in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA.
SIGNED on behalf of BARCLAYS PLC:
/s/Suzanna Harding
By: ........................................................................... Duly authorised
PART B – OTHER INFORMATION
1. LISTING
| (i) | Listing and admission to trading: | Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Main Market of the London Stock Exchange with effect from on or about the Issue Date. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
GBP 4,840 |
2. RATINGS
Ratings: The Notes to be issued are expected to be rated:
S&P Global Ratings UK Limited ("Standard & Poor's"): BBB
An obligation rated 'BBB' exhibits adequate capacity to meet financial commitments, but more subject to adverse economic conditions.
Source: Standard & Poor's, https://www.spglobal.com/ratings/en/about/intro-tocredit-ratings)
Moody's Investors Service Ltd. ("Moody's"): Baa2
An obligation rated 'Baa' are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 2 indicates a mid-range ranking.
(Source: Moody's, https://www.moodys.com/Pages/amr002002.aspx)
Fitch Ratings Limited ("Fitch"): A
An obligation rated 'A' denotes expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
(Source: Fitch Ratings, https://www.fitchratings.com/products/ratingdefinitions)
Each of Moody's, Standard & Poor's and Fitch is established in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK CRA Regulation"). As such, each of Moody's, Standard & Poor's and Fitch appears on the latest update of the list of registered credit rating agencies published by the FCA Authority on its website in accordance with the UK CRA Regulation. The rating each of Moody's, Standard & Poor's and Fitch has given to the Notes is endorsed by Moody's Deutschland GmbH, S&P Global Ratings Europe Limited and Fitch Ratings Ireland Limited
respectively, each of which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation").
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest that is material to the offer.
The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4. USE OF PROCEEDS
Estimated net proceeds: EUR 1,245,625,000
The net proceeds of the issue will be used for general corporate purposes of the Issuer and its subsidiaries and/or the Group and may be used to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group.
Fixed Rate Notes only – YIELD
Indication of yield: 1.106 per cent. per annum
The indicative yield to the First Reset Date is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
5. OPERATIONAL INFORMATION
| (i) | CUSIP Number | Not Applicable |
|---|---|---|
| (ii) | ISIN: | XS2342060360 |
| (iii) | Common Code: | 234206036 |
| (iv) | FISN: | BARCLAYS BANK U/1EMTN 20320512, as updated on the website of the Association of National Numbering Agencies |
| (v) | CFI Code: | DAFNFR, as updated on the website of the Association of National Numbering Agencies |
| (vi) | CINS Code: | Not Applicable |
| (vii) | CMU Instrument Number: | Not Applicable |
| (viii) | Any clearing system(s) other than Euroclear, Clearstream Luxembourg, DTC or the CMU Service and the relevant identification number(s): |
Not Applicable |
| (ix) | Delivery: | Delivery free of payment |
| (x) | Names and addresses of additional Paying Agent(s) (if any): |
Not applicable |
| (xi) | Green Notes: | No |
(xii) Intended to be held in a manner which would allow Eurosystem eligibility:
Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
6. DISTRIBUTION
| (i) | U.S. Selling Restrictions: | Reg. S Compliance Category 2 | |
|---|---|---|---|
| (ii) | Method of distribution: | Syndicated | |
| (iii) | If syndicated | ||
| (a) | Names of Managers: | Barclays Bank PLC Banco Santander, S.A. Bankinter S.A. Bank of Montreal, London Branch Citigroup Global Markets Limited DZ BANK AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main Intesa Sanpaolo S.p.A. Lloyds Bank Corporate Markets plc Natixis Nomura International plc Nordea Bank ABP SMBC Nikko Capital Markets Limited Scotiabank Europe plc Standard Chartered Bank |
|
| (b) | Stabilisation Manager(s) (if any): |
Not Applicable | |
| (iv) | If non-syndicated, name and address of Dealer: |
Not Applicable |
7. THIRD PARTY INFORMATION
The rating definitions provided in these Final Terms have been extracted from the websites of Standard & Poor's, Moody's and Fitch. The Issuer confirms that such information has been accurately reproduced and that, so far as the Issuer is aware and is able to ascertain from the information published by Standard & Poor's, Moody's and Fitch (as applicable), no facts have been omitted which would render the reproduced information inaccurate or misleading.