NEW YORK--(BUSINESS WIRE)--Barclays Bank PLC (the “Issuer”) announced today that it has commenced a cash tender offer (the “Offer”) to purchase any and all of its iPath® MSCI India Index ETNs due December 18, 2036 (CUSIP: 06739F291/ISIN: US06739F2911) (the “Notes”) and a solicitation of consents (the “Consent Solicitation”) from holders of the Notes (the “Noteholders”) to amend certain provisions of the Notes as described below (the “Proposed Amendment”), subject to applicable offer and distribution restrictions. Noteholders who validly tender (and do not validly withdraw) their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation.

The Offer and Consent Solicitation are being made on the terms and subject to the conditions and restrictions set out in the Offer to Purchase and Consent Solicitation Statement dated July 6, 2020 (as amended or supplemented from time to time, the “Statement”). Capitalized terms used and not otherwise defined in this announcement have the meanings given in the Statement.

The Offer and Consent Solicitation commences on July 6, 2020 and will expire at 11:59 p.m., New York City time, on August 4, 2020 (the “Expiration Deadline”), unless extended or early terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer in accordance with the methods set out in the Statement.

The purchase price of the Notes (the “Purchase Price”) will reflect a 2% premium to the Closing Indicative Note Value of the Notes (the “Premium Payment”) on August 4, 2020 (the “Expiration Date”) as described below.

The Issuer reserves the right, in its sole and absolute discretion, not to accept any tender instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offer and Consent Solicitation and to amend or waive any of the terms and conditions of the Offer and Consent Solicitation in any manner, subject to applicable laws and regulations.

The Background

The Notes have been determined to be subject to certain regulations issued by the Securities and Exchange Board of India (“SEBI”) relating to offshore derivative instruments linked to Indian equity securities, and SEBI has advised the Issuer that the positions being held in the Notes may continue only until December 31, 2020.

Key Terms of the Offer and Consent Solicitation

The Offer is conditioned upon the satisfaction or waiver of the condition (the “Minimum Tender Condition”) that a minimum of 50% in aggregate principal amount of outstanding Notes has been validly tendered (and not validly withdrawn) at or prior to the Expiration Deadline and accepted for purchase pursuant to the Offer. Subject to applicable law, the Issuer, in its sole discretion, may decrease the Minimum Tender Condition, or may waive the Minimum Tender Condition, without extending the Expiration Deadline or reinstating revocation rights (if revocation rights have been suspended). As a result, Noteholders may not be able to withdraw any of their previous tenders following such lowering or waiver of the Minimum Tender Condition.

A majority in aggregate principal amount of outstanding Notes (the “Consent Threshold”) is required to approve the Proposed Amendment. If the Noteholders of a majority in aggregate principal amount of the Notes have validly tendered (and have not validly withdrawn) their Notes as of the Expiration Deadline, the Consent Threshold will be deemed to be satisfied, and the indenture (the “Indenture”) and the global certificate with respect to the Notes (“Global Certificate”) will be amended promptly following the Expiration Dateto provide the Issuer with the right to redeem, in its sole discretion, all, but not less than all, of the outstanding Notes on the Redemption Date for a cash payment per Note equal to the Closing Indicative Note Value on the valuation date (“Valuation Date”) specified by the Issuer in the redemption notice. The “Redemption Date” will be the fifth Business Day after the Valuation Date.

Notes purchased by the Issuer pursuant to the Offer will be immediately cancelled. Notes that have not been validly tendered and/or accepted for purchase pursuant to the Offer will remain outstanding after the Settlement Date. After the Proposed Amendment becomes effective, the Notes that are not tendered, or that are not accepted for payment pursuant to the Offer, will be subject to the amended terms of the Indenture and the Global Certificate. The Issuer currently intends to effectuate the Proposed Amendment and redeem all outstanding Notes shortly after the Proposed Amendment becomes effective but no later than December 31, 2020. The payment upon redemption to Noteholders may be greater than or less than the Purchase Price pursuant to the Offer but will not include the Premium Payment or any amount in excess of the Closing Indicative Note Value on the Valuation Date.

How to Tender or Withdraw Tender of Your Notes

Noteholders who wish to tender or withdraw tenders of their Notes in the Offer must do so by contacting their respective broker, dealer or other person who is shown in the records of the Depository Trust Company (“DTC”) as a Noteholder of the Notes (the “Intermediary”) and instructing their broker or dealer to arrange for the transfer their Notes through DTC’s Automated Tender Offer Program (“ATOP”), subject to the terms and procedures of that system, or following the other procedures described below.

Because the Offer will end at 11:59 p.m., New York City time, on August 4, 2020 (unless extended or early terminated by the Issuer) and the normal business hours of the DTC’s ATOP system is from 9:00 a.m. to 5:00 p.m., New York City time, Noteholders who hold their Notes through a custodian or other Intermediary and who intend to tender their Notes or withdraw the tender on the Expiration Date should either allow sufficient time for completion of the ATOP procedures before 5:00 p.m., New York City time, on the Expiration Date, or confirm with their custodian or other Intermediary that such custodian or other Intermediary will be able to process the tender of their Notes or the revocation of their tender between 5:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date.

If a Noteholder who holds its Notes through a custodian or other Intermediary desires to tender or withdraw tender of its Notes between 5:00 p.m. and 11:59 p.m., New York City time, on the Expiration Date, but such Noteholder is unable to accomplish the tender or withdrawal through its custodian or other Intermediary through DTC’s ATOP system, such Noteholder may directly contact Barclays Capital Inc. (the “Dealer Manager”) and D.F. King & Co., Inc. (the “Tender Agent”) via facsimile or email prior to the Expiration Deadline to tender or withdraw tender of its Notes.

The Issuer intends to announce, inter alia, its decision whether to accept valid tenders of Notes for purchase pursuant to the Offer in an announcement following the Expiration Deadline.

Purchase Price

The Purchase Price per Note validly tendered in the Offer (and not validly withdrawn) prior to the Expiration Deadline and accepted for purchase will be equal to 102% of the Closing Indicative Note Value on the Expiration Date, which reflects a 2% premium to the Closing Indicative Note Value on the Expiration Date.

Because the Closing Indicative Note Value is calculated based on the closing level of the MSCI India Total Return Index (Bloomberg ticker: NDEUSIA) (the “Index”), if the closing level of the Index has declined as of the Expiration Date, the Purchase Price may be significantly less than it would otherwise have been had the Purchase Price been determined at a time prior to such decline or after the level of the Index has recovered.

Unless the Offer is extended or early terminated by the Issuer, the Purchase Price will be publicly announced by the Issuer by press release and will be available at www.ipathetn.com/inptf and from D.F. King & Co., Inc. (the “Information Agent”), at or prior to approximately 1:00 p.m., New York City time (“Price Announcement Time”), on the Expiration Date. In addition, on each Trading Day while the Offer remains open, the indicative Purchase Price, as well as the closing level of the Index and the Closing Indicative Note Value, will be published by 4:30 p.m., New York City time, at www.ipathetn.com/inptf and will also be available from the Information Agent. The indicative Purchase Price on any Trading Day will be equal to 102% of the Closing Indicative Note Value on that Trading Day.

Expected Timetable of Events

The times and dates below are indicative only.

About Barclays

Barclays is a British universal bank. We are diversified by business, by different types of customer and client, and geography. Our businesses include consumer banking and payments operations around the world, as well as a top-tier, full service, global corporate and investment bank, all of which are supported by our service company which provides technology, operations and functional services across the Group. Barclays offers investment banking products and services in the US through Barclays Capital Inc. For further information about Barclays, please visit our website home.barclays.