NEW YORK--(BUSINESS WIRE)--Barclays Bank PLC announced today that it has commenced a cash tender offer to purchase any and all of its iPath S&P GSCI Crude Oil Total Return Index ETNs due August 14, 2036 (Ticker: OILNF/CUSIP: 06738C760/ISIN: US06738C7609) and a solicitation of consents from holders of the Notes  to amend certain provisions of the Notes as described below, subject to applicable offer and distribution restrictions. Noteholders who validly tender their Notes will be deemed to have consented to the Proposed Amendment under the Consent Solicitation.

Key Terms of the Offer and 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 August 31, 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 August 31, 2020 and will expire at 3:00 p.m., New York City time, on September 30, 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 is equal to $50, approximately 121.73% of the Closing Indicative Note Value on August 28, 2020, which reflects a premium of approximately 21.73% to the Closing Indicative Note Value on such date. The Closing Indicative Note Value for each trading day is published at www.ipathetn.com/oilnf. On September 30, 2020 (the “Expiration Date”), the Closing Indicative Note Value will be published shortly after 2:30 p.m., New York City time.

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.

If the Noteholders of a majority in aggregate principal amount of the Notes have validly tendered (and have not validly withdrawn) their Notes as of the Expiration Deadline, the related indenture (the “Indenture”) and the global certificate with respect to the Notes (“Global Certificate”) will be amended promptly following the Expiration Date to 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 promptly after the Expiration Date and redeem all outstanding Notes shortly after the Proposed Amendment becomes effective. The payment upon redemption to Noteholders may be greater than or less than the Purchase Price pursuant to the Offer but will not include 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.

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 $50 and will be payable on the Settlement Date, unless the offer is extended, re-opened or early terminated.

Because the Closing Indicative Note Value is calculated based on the closing level of the S&P GSCI® Crude Oil Total Return Index (Bloomberg ticker: SPGSCLTR) (the “Index”), if the closing level of the Index has increased as of the Expiration Date, the Purchase Price may be less, or significantly less, than the Closing Indicative Note Value on the Expiration Date. In addition, the Notes may trade at a substantial premium to or discount from the Closing Indicative Note Value. Accordingly, the Purchase Price may be higher than the Closing Indicative Note Value but lower than the trading price of the Notes on the Expiration Date.

The Offer and Consent Solicitation will expire at 3:00 p.m., New York City time, on the Expiration Date, which is prior to the respective scheduled closing times of the trading markets for the Notes and the futures contracts underlying the Index. The value of the Notes may fluctuate, perhaps significantly, if markets are experiencing volatility during the period leading up to the Expiration Deadline, and Noteholders may not have sufficient time to validly tender, or validly withdraw tenders of, the Notes, in response to any such fluctuations. In addition, the daily settlement price of each futures contract underlying the Index is determined at or prior to 2:30 p.m., New York City time, on each trading day. S&P Dow Jones Indices LLC, which is responsible for calculating, publishing and maintaining the Index, suspends real-time calculation of the intraday level of the Index following the initial determination of the daily settlement price (subject to adjustment to reflect any late settlement of relevant futures contracts), even though the futures contracts underlying the Index might continue to trade on their markets. As a result, the intraday indicative note value (which reflects the most recently published intraday level of the Index) will not reflect any trading in the futures contracts underlying the Index that might take place after 2:30 p.m. Therefore, after 2:30 p.m., the intraday indicative note value is likely to differ from the value of the Notes that would be determined if real-time trading data of the futures contracts were used in the calculation. Consequently, the trading price of the Notes is likely to diverge from the intraday indicative note value after 2:30 p.m., particularly if there is a significant price movement in the futures contracts during this time period.

Expected Timetable of Events

The times and dates below are indicative only.

Any Noteholder whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, nominee or other Intermediary should promptly contact such entity if it wishes to tender or withdraw tenders of its Notes in the Offer. Such Intermediaries may have deadlines for participating in the Offer prior to the Expiration Deadline or other deadlines specified above. Noteholders should carefully review the specific procedures for tendering Notes in the Statement in the section entitled “Procedures for Participating in the Offer.”

About Barclays

Barclays is a transatlantic consumer and wholesale bank offering products and services across personal, corporate and investment banking, credit cards and wealth management, with a strong presence in our two home markets of the UK and the US.

With over 325 years of history and expertise in banking, Barclays operates in over 40 countries and employs approximately 83,500 people. Barclays moves, lends, invests and protects money for customers and clients worldwide. For further information about Barclays, please visit our website www.barclays.com.