Blueprint
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
May 01,
2019
Barclays PLC
(Name
of Registrant)
1 Churchill Place
London E14 5HP
England
(Address
of Principal Executive Office)
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 on Form 6-K is filed 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
Exhibit
No. 1
|
Total Voting Rights dated 01 April 2019
|
Exhibit
No. 2
|
Director/PDMR Shareholding dated 09 April 2019
|
Exhibit
No. 3
|
Director/PDMR Shareholding dated 10 April 2019
|
Exhibit
No. 4
|
Response to Sherborne's letter to Shareholders dated 11 April
2019
|
Exhibit
No. 5
|
Publication of Suppl.Prospcts dated 26 April 2019
|
Exhibit
No. 6
|
Publication of Information Memorandum A$ programme dated 30 April
2019
|
Exhibit
No. 7
|
Total Voting Rights dated 01 May 2019
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
BARCLAYS
PLC
|
|
(Registrant)
|
Date:
May 01, 2019
|
By: /s/
Karen Rowe
--------------------------------
|
|
Karen
Rowe
|
|
Assistant
Secretary
|
Exhibit
No. 1
Barclays PLC - Total Voting Rights
In accordance with the Financial Conduct Authority's (FCA)
Disclosure Guidance and Transparency Rule 5.6.1R, Barclays PLC
notifies the market that as of 31 March 2019, Barclays PLC's issued
share capital consists of 17,138,760,480 Ordinary shares with
voting rights.
There are no Ordinary shares held in Treasury.
The above figure (17,138,760,480) may be used by shareholders (and
others with notification obligations) as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in,
Barclays PLC under the FCA's Disclosure Guidance and Transparency
Rules.
- Ends -
For further information, please contact:
Investor
Relations
|
Media
Relations
|
Lisa
Bartrip
|
Tom
Hoskin
|
+44 (0)
20 7773 0708
|
+44 (0)
20 7116 6927
|
Exhibit
No. 2
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Janet
Ashley
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Person
Closely Associated to Mike Ashley, Non-executive
Director
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares in Barclays PLC with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Receipt
of Shares, credited as fully paid, by participation in the Barclays
PLC Scrip Dividend Programme in lieu of cash dividend for the 2018
full year dividend
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£1.6406
|
1,595
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
N/A
|
e)
|
Date of the transaction
|
2019-04-05
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Stephen
Dainton
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Interim
Global Head of Markets
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
Shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
The
trustee of the Barclays Group Share Incentive Plan notified
Barclays PLC that it acquired and now holds Shares on behalf of the
individual described above.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£1.61948
|
93
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
For further information please contact:
Investor Relations
|
Media Relations
|
Lisa Bartrip
|
Tom Hoskin
|
+44 (0)20 7773 0708
|
+44 (0)20 7116 4755
|
Exhibit
No. 3
10 April 2019
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
Barclays PLC (the "Company") announces the following transactions
by persons discharging managerial responsibility ("PDMRS") in
ordinary shares of the Company with a nominal value of 25 pence
each ("Shares"):
1. the
reinvestment of the full year dividend for 2018 by Barclays Global
Nominee Limited, an independent nominee, the transaction having
taken place on 8 April 2019;
2. the
reinvestment of the full year dividend for 2018 by the trustee of
the Barclays Group Share Incentive Plan, the transaction having
taken place on 8 April 2019; and
3. the
receipt of Shares pursuant to participation in the Barclays PLC
Scrip Dividend Programme for the full year dividend for 2018, the
transaction having taken place on 5 April 2019.
The number of Shares received by PDMRs and the transaction price of
those Shares are as follows:
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Tushar
Morzaria
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Group
Finance Director
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by Barclays Global Nominee
Limited, an independent nominee.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.636 per share
|
44,331
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Alistair
Currie
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Head of
Corporate Banking
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by Barclays Global Nominee
Limited, an independent nominee.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.636 per share
|
1,817
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Stephen
Dainton
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Interim
Global Head of Markets
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by Barclays Global Nominee
Limited, an independent nominee.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.636 per share
|
1,246
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Stephen
Dainton
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Interim
Global Head of Markets
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by the trustee of the Barclays
Group Share Incentive Plan.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.619 per share
|
29
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Matthew
Hammerstein
|
2
|
Reason for the notification
|
a)
|
Position/status
|
CEO,
Barclays Bank UK PLC (subject to regulatory approval)
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by Barclays Global Nominee
Limited, an independent nominee.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.636 per share
|
1,121
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Joseph
McGrath
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Global
Head of Banking
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by Barclays Global Nominee
Limited, an independent nominee.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.636 per share
|
1,250
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Laura
Padovani
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by Barclays Global Nominee
Limited, an independent nominee.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.636 per share
|
2,422
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Laura
Padovani
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Group
Chief Compliance Officer
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by the trustee of the Barclays
Group Share Incentive Plan.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.619 per share
|
21
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not
applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Ashok
Vaswani
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Global
Head of Consumer Banking and Payments
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Reinvestment
of the full year dividend for 2018 by the trustee of the Barclays
Group Share Incentive Plan.
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£
1.619 per share
|
147
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable
|
e)
|
Date of the transaction
|
2019-04-08
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
1
|
Details of the person discharging managerial responsibilities /
person closely associated
|
a)
|
Name
|
Mike
Ashley
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Non-executive
Director
|
b)
|
Initial notification /Amendment
|
Initial
notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name
|
Barclays
PLC
|
b)
|
LEI
|
213800LBQA1Y9L22JB70
|
4
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial instrument, type of
instrument
Identification
code
|
Ordinary
shares in Barclays PLC with a nominal value of 25 pence each
("Shares")
GB0031348658
|
b)
|
Nature of the transaction
|
Receipt
of Shares in a Self-Invested Pension Plan, credited as fully paid,
pursuant to participation in the Barclays PLC Scrip Dividend
Programme, in lieu of cash, for the full year dividend for
2018
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s):
Number of Shares received
|
£1.6406
|
273
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Not applicable
|
e)
|
Date of the transaction
|
2019-04-05
|
f)
|
Place of the transaction
|
London
Stock Exchange (XLON)
|
For further information please contact:
Investor Relations
|
Media Relations
|
Lisa Bartrip
|
Tom Hoskin
|
+44 (0)20 7773 0708
|
+44 (0)20 7116 4755
|
Exhibit
No. 4
Barclays PLC ("Barclays" or the "Company")
Response to Sherborne Investors Management LP Letter to
Shareholders of Barclays PLC
This announcement sets out Barclays' response to the letter
released on 8 April 2019 by Sherborne Investors Management LP
(collectively with other associated parties,
"Sherborne"). The Board of Barclays strongly
opposes Mr Bramson's appointment to the Board of Directors and
unanimously recommends shareholders vote against the resolution
requisitioned by Sherborne at the Barclays AGM on 2 May
2019.
The Board recognises that Barclays does not yet perform at the
level at which it should. We are highly focused on business
execution to deliver returns above our cost of equity. Another
strategic overhaul is not what Barclays needs right now. We have
engaged with Mr Bramson and will continue to do so. However, as
Sherborne acknowledges, Mr Bramson does not need to be on the Board
to make his observations and suggestions known to Barclays. His
prior investments and our engagement with him suggest he would be a
disruptive and uncollaborative influence on the
Board. He also does not possess the
banking experience and skills that we are seeking to add to the
Board. Further, the Board believes
that Sherborne's interests are not aligned with the wider
shareholder base. For these reasons, which are set out below and in
greater detail in the appendices to this announcement, the Board
strongly opposes Mr Bramson's appointment.
There are two fundamental questions for shareholders to
determine. One is whether it would be right, proper and
helpful for Mr Bramson to join the Board of Barclays. The
second, underlying, question is whether Barclays has the right
strategy or whether it should adopt Mr Bramson's alternative, which
is both unclear and based on multiple factual errors, as we
highlight below.
On the first question, Mr Bramson is not someone the Board believes
will help either as a Board member or as a colleague. We believe
his letter demonstrates a preconceived viewpoint and a poor
understanding of Barclays and its Corporate and Investment Bank
("CIB"). His criticisms of CIB performance are not new, nor have
they been ignored. But Mr Bramson misunderstands the drivers of
that business and his analysis is based on a flawed understanding
of complex banking organisations and reaches conclusions that are
inconsistent with the data. The Company does not need another
strategic overhaul, and the enormous execution risks this would
entail.
Mr Bramson is not independent of view and cannot fulfil the
position of being an objective representative of all shareholders
on the Board. Sherborne's time-limited derivative position in
Barclays limits its exposure to falls in our share price and
narrows its investment horizon to a more near-term bias,
fundamentally misaligning Mr Bramson's and Sherborne's interests
with those of Directors and other shareholders.
Sherborne seeks in its resolution to bypass the nominations
process, which is there for good governance reasons and provides a
check on candidates' suitable experience, conflicts of interest,
and likely impact on Board effectiveness. That process is
particularly critical now given that, together with its Nominations
Committee, Barclays' incoming Chairman is currently in the process
of changing the composition of the Board, now that the
restructuring of Barclays is complete. We will have an
informed and constructively challenging Board, balancing existing
skills with greater banking experience, for the benefit of all
shareholders. The election of Mr Bramson would be highly
detrimental to this process, in our view a significant deterrent to
the recruitment of Board candidates, and destabilising to senior
management across all businesses. He has refused offers to
engage properly with senior management, despite encouragement to do
so. This behaviour is consistent with Mr Bramson's historical
pattern, since 2003, of disregard for management and boards, where
he and his associates have worked to achieve wholesale replacements
of leadership teams in his "turnaround investments".
Turning to the second question, of strategy and performance,
Barclays is in the middle of a multi-year programme to improve
performance. The benefits of this focused execution are starting to
be visible, with underlying return on tangible equity ("RoTE")
increasing to 8.5% in 2018, up from 5.6% in 2017 and returns in the
CIB improving to 7.1% in 2018, up from 5.7% in
20171.
At the same time, Barclays has refocused and right-sized the CIB,
resolved its major legacy conduct matters, implemented significant
regulatory structural changes both in the UK and the US, embedded
rigorous risk and control frameworks, and established the shared
service model of Barclays Execution Services. We have set returns
targets for 2019 and 2020 of RoTE of greater than 9% and greater
than 10%, respectively, and we continue to target those
returns.
Despite this progress, the Barclays Board and management know that
much still remains to be done so that the Company generates
sustainable returns above our cost of equity. In particular, the
Board and management recognise that, whilst improved, the CIB does
not yet generate adequate returns. The incoming Chairman, like his
predecessor and the Board more broadly, has made it clear that
Barclays welcomes challenge and recognises that the Group still has
to demonstrate that it can consistently deliver profitable
performance.
The Board believes that its extensive restructuring, as well as the
investments it has been making in technology and talent, are the
foundations for improved performance. But delivering and exceeding
our returns targets will require continued tenacious execution from
both management and the Board. There are no shortcuts; no quick
fixes. Our progress to date is the result of a long-term focus,
creating a sustainable foundation for generating increased returns
from the business. Both the Board and management are focused on
driving each and every business, at a granular level, to improve
performance; this lies behind the recent changes to the executive
team.
In summary, John McFarlane, Chairman, said:
"Shareholders will have received a
request for Mr Bramson, representing a shareholder, to join the
Board to promote a reduced investment by the Group in Barclays' CIB
franchise. In considering this, shareholders need to appreciate how
damaging this could be. Essentially we have a leveraged
investor seeking enhanced returns by disrupting the deliberations
of the Board in favour of its specific interest. One thing we
do have in common with Mr Bramson is that we are well aware that
returns from this business have been below our required return
level, and we are taking the necessary steps to remedy this. For
the avoidance of doubt, Barclays has no strategy to commit
significantly more financial resources to its CIB. At the peak of
the crisis, the balance sheet of Barclays Capital, the Company's
investment banking operations at the time, was slightly more than
£1.6 trillion. At year-end 2018, the balance sheet of Barclays
International, which contains not only the CIB, but also our US
retail, payments, and private banking businesses, was barely half
that size at £862 billion. More recently, in the past
year, underlying return on tangible equity has risen from 5.6% to
8.5%2,
demonstrating progress. Further urgent work is taking place to
bring the return to required levels. What we do not have in common
with Mr Bramson is how this should be progressed, and we believe
disruption to the proper functioning of the Board is not the way
forward. Instead, we should continue with the work in hand and
deliver what is in the interests of our shareholders as a whole,
which is higher and appropriate returns, without unnecessary
distraction from our strategy."
1 2017 excludes litigation and conduct, DTA
re-measurement, and the loss on sale and impairment on Barclays'
share in Barclays Africa Group Limited. 2018 excludes litigation
and conduct
2 2017 excludes litigation and conduct, DTA
re-measurement, and the loss on sale and impairment on Barclays'
share in Barclays Africa Group Limited. 2018 excludes litigation
and conduct
For further information, please contact:
Investor Relations
|
Media Relations
|
Lisa Bartrip
|
Tom Hoskin
|
+44 (0)20 7773 0708
|
+44 (0)20 7116 4755
|
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
Appendix 1
The Board has given full consideration to Mr Bramson's candidature,
but three primary reasons underpin the Board's opposition to Mr
Bramson's appointment, and the experience of our meetings with Mr
Bramson and Sherborne reinforces that opposition:
1. The Board's
recruitment priorities are focused on particular areas of expertise
which Mr Bramson's appointment would not address
The Barclays Board provides constructive challenge to the
management team. To do so in future and in light of the completion
of the restructuring and focus on execution, the Board must now
include more Directors with experience, amongst other things, in
retail and consumer banking, markets businesses, payments,
wholesale banking, and technology, whilst at the same time
capturing the clear benefits of greater diversity. The Board
acknowledges that some of these areas are under-represented at
present, particularly bearing in mind the imminent departure of the
current Chairman, and therefore the Nominations Committee led by
the incoming Chairman has already commenced a rigorous recruitment
process in these areas. The Board believes that the appointment of
Mr Bramson to the Board would not address any of these experience
gaps and, further, would not make the task of recruiting new
Directors with the necessary skills any more straightforward. Mr
Bramson has no relevant experience with an organisation of the
scale and complexity of Barclays nor with Barclays'
industry-specific regulatory considerations. For
example, Foreign & Colonial Asset Management ("F&C"),
one of Sherborne's prior investments, had a market capitalisation
that is 1% of the size of Barclays' market
capitalisation3 and
F&C was not subject to the same regulation as a global
systemically important financial institution ("G-SIFI"). Mr
Bramson's inexperience is clearly demonstrated by some of the
assertions made in Sherborne's letter, which we have addressed in
Appendix 2.
2. The effect of Mr
Bramson as a Director would be disruptive and distract from the
focus on execution, which is our priority
We believe that Mr Bramson's prior investments, including his track
record with executive management teams and our experience of our
engagement with him, suggest that he would be a disruptive and
uncollaborative influence. The Barclays Board needs to be a place
for constructive challenge and transparent working relationships.
In this context, we note that there have been many meetings between
Mr Bramson and various members of the Barclays Board and senior
management. In none of these meetings has he chosen to express his
detailed proposals. Indeed, in a meeting with the incoming Chairman
five days before he commenced a round of presentations
to our major shareholders, he stated that he was
not prepared to share his views with us. Mr Bramson has also declined invitations to meet
management other than the Group Chief Executive and Group Finance
Director despite our belief that such further meetings could have
helped the dialogue between Sherborne and Barclays and improved Mr
Bramson's understanding of our balance sheet and
businesses. Having said that, the Board and management remain
very willing to continue to engage in dialogue with Mr Bramson and
Sherborne with similar or more frequent
regularity.
Sherborne suggests we consider a "judicious rebalancing of the CIB
strategy", a vague concept contained in his letter to our
shareholders suggesting selective shrinkage, but he fails to
provide any details of what that might entail. He has also not
addressed the associated significant costs, "stranded" risk
weighted assets ("RWAs") and capital, impact on product
interdependencies, operational inefficiencies, impaired returns and
franchise degradation resulting from such a further investment bank
shrinkage strategy, nor shown that he has even considered these
adverse consequences.
The Board believes that the presence on the Board of Mr Bramson, or
any other person that conducts himself or herself in this manner,
would have a negative impact on the Company. It would impair our
ability to retain and, where appropriate, attract the Board and
management talent Barclays needs, talent that is vital in a
business such as ours to the generation of increased and
sustainable shareholder value.
3. Sherborne's
interests are not aligned with the wider shareholder
base
Sherborne has accumulated a holding of c. 5.5% which gives it the
right to put Mr Bramson's proposed appointment to the Board before
shareholders for a vote. However, Sherborne's complex investment
structure is leveraged and hedged, in large measure, by
time-limited derivatives which contain its exposure to falls in our
share price and narrow its investment horizon to a more near-term
bias. This structure reduces Sherborne's exposure to the likely
adverse effects of Mr Bramson's proposed course of action, which
would in our view expose Barclays' performance to greater risk and
constraints than the current strategy, whereas other shareholders
generally would suffer the full potential downside consequences of
his proposals. It also incentivises him to push for proposals which
might only result in a short-term benefit, even if they are
detrimental to shareholder value in the longer term. The Board
further notes that the Sherborne incentive structure potentially
affords it and Mr Bramson higher incentive rewards if its
appointees achieve a Chair or Executive position at its chosen
investments.
The Board needs to represent the interests of all
shareholders. We do not see how the representative of a
shareholder with a substantial hedge in place on the Company's
shares would be an appropriate candidate to join the Board. Given
the features of Sherborne's shareholding structure, the Board
believes Sherborne's interests are simply not aligned to those of
our shareholders generally, and Mr Bramson would not be
independent.
3 Barclays' market
capitalisation as at 10 April 2019 of £27,762m compared to
F&C's market capitalisation at the time of Sherborne's
investment of £320m, 17 August 2010
Appendix 2
Sherborne has also included in its letter a number of material
inaccuracies and misunderstandings, some of which have previously
been pointed out to Mr Bramson. These errors reinforce the
Board's view of both Mr Bramson's lack of qualifications and
Sherborne's approach to the question of strategy and
performance:
●
Sherborne is selective and misleading
in describing Barclays' CIB positioning
●
Sherborne misrepresents the Company's
balance sheet risk and recent performance
●
Sherborne misunderstands the drivers
of the Company's valuation
SHERBORNE IS SELECTIVE AND MISLEADING IN DESCRIBING BARCLAYS' CIB
POSITIONING
That Barclays' current strategy is "to commit significantly
more resources to its CIB" - Sherborne Letter
In March 2016, Barclays set out its strategy for the next phase of
Barclays' growth: to build on our strength as a diversified
transatlantic consumer and wholesale bank, anchored in our two home
markets of the UK and US, with global reach. Our diversified model
is designed to be well balanced and to produce consistent and
attractive returns through the economic cycle.
Barclays has made it very clear that it considers its CIB is at the
right scale to be competitive globally with its investment banking
peers.
Sherborne has incorrectly claimed that we have added more than
£300 billion of assets to CIB and that this is representative
of Barclays' "high leverage strategy", a claim based on nothing
more than its own assertions. As we've previously explained to Mr
Bramson, we have not added significant financial resources to the
CIB, nor do we intend to do so:
●
The Group's overall assets have
remained broadly consistent between 2015 and 2018 all while the
Group's liquidity pool increased from £145 billion at year end
2015 to £227 billion at year end 2018; and
●
While total assets reported in
Barclays International have increased by about £300 billion
since 2015, £200 billion of that increase simply reflects the
re-absorption of assets from Barclays Non-Core when it was closed
in 2017, as set out to investors in our 2017 interim results.
Non-Core was closed when the target RWA reduction was achieved.
The majority of the remainder relates to the GBP / USD FX
rate decreasing from 1.48 in 2015 to 1.28 in 2018; treasury
changes, including the regulatory required creation of Barclays
International Treasury to ring fence liquidity pools; and growth in
Consumer, Cards & Payments loans and
advances.
In fact, contrary to Sherborne's argument that Barclays has
committed significantly more financial resources to the CIB, RWAs
in CIB have declined by 3% since we completed the majority of our
restructuring in 2017 under the leadership of Jes Staley.
Barclays undertook a fundamental restructuring of its CIB to
reposition it to ensure it was appropriately calibrated to serve
our clients. That restructuring included:
●
Reducing the Group's RWAs by c.
£90 billion partly through the establishment, run-down and
closure of Barclays Non-Core with the majority of the RWA reduction
coming from the investment banking business;
●
Refocusing the markets business, in
particular our Fixed Income, Currencies and Commodities business
("FICC"), to concentrate on more capital-light, shorter-dated,
standardised and cleared products;
●
Cutting underperforming segments such
as the exit of cash equities businesses in Asia and Continental
Europe and the closure of local investment banking operations in
nine countries;
●
Combining the Corporate Bank with the
Investment Bank to better facilitate growth and revenue synergy
opportunities; and
●
Reducing overall Group costs by c.
£6 billion since 2013.
Barclays' leverage has not "reached the practical maximum" as
Sherborne states. We deploy leverage capacity in a prudent and
profitable manner, adhering to our regulatory requirements. For
instance, our fixed income financing business within CIB carries
relatively high leverage exposure yet a low level of RWAs. Its
income significantly exceeds its funding costs, driving a high and
stable return on tangible equity. Arbitrarily reducing leverage
exposure would, accordingly, force us to curtail that business,
impairing shareholder returns, especially given Barclays' strength
in the debt capital and fixed income markets.
Regarding our broader allocation of resources, Sherborne continues
to ignore statements made as recently as our 2018 results, where
the management of Barclays specifically outlined that incremental
capital which has not been returned to our shareholders will be
prioritised to our consumer businesses. There are significant
opportunities to further digitise our consumer businesses in the
UK, the US and Germany. We are investing to expand the product and
service offering available to customers through these channels,
including the payment-linked loyalty platform Bink, the Corporate
Bank digital iPortal service, and retail payments expansion in
Europe.
That "CIB's long-term competitive position remains strategically
weak" - Sherborne Letter
Mr Bramson contends that the CIB is uncompetitive and in support
presents an analysis based on the ratio of CIB revenue to CIB
assets - a metric he denotes as "CIB revenue yield." His
calculations, he states, show that Barclays' CIB revenue yield is
comparatively low and this demonstrates that the business requires
a strategic review.
Mr Bramson's analysis is, however, simplistic and flawed.
Focusing on CIB revenue yield (revenue / assets) for a bank
involves a number of limitations:
● Mr Bramson's focus on a revenue yield metric
ignores the multiple constraints on the balance sheet of a G-SIFI
like Barclays. Barclays needs to manage its financial resources in
the most effective way, achieving a prudent and appropriate balance
between both RWA and leverage exposure to maximise shareholder
returns; and in this respect Common Equity Tier 1 ("CET1") is the
principal metric Barclays manages to.
● Mr Bramson's revenue yield metric is ineffective
for comparing international banks' balance sheet productivity.
Revenue yield metrics ignore the impact of differing accounting
standards, a point that Sherborne acknowledges and tries to address
in its letter. Those differing accounting standards result in
inconsistent measures of balance sheet size for the same assets,
which in turn impacts yield metrics like the one Mr Bramson focuses
on. The impacts are not small. As an example of the magnitude of
such accounting standard differences, derivatives netting is one of
the key differences which, for Barclays, amounted to c. £200
billion4,
approximately 20% of the Company's overall balance
sheet.
If one was to consider a revenue yield metric, a more appropriate
measure of balance sheet efficiency would be revenue on RWAs, a
measure of RWA productivity. Barclays' Investment Bank benchmarks
among the top half of global peers on this metric.
Ultimately, from a shareholder perspective, Barclays is focused on
improving returns (as measured by RoTE) and making cash
distributions which are aligned to the targets we have
set.
In contrast to Mr Bramson's assertions, over the past three years,
we have greatly strengthened Barclays' CIB. In evaluating the
Company's options with respect to this business, the Board
recognised that to generate shareholder value in this business, it
was necessary to stabilise and optimise the franchise. Further
shrinkage of the business would have been highly destructive of
shareholder value due to capital and operational risk RWAs left
stranded, the impact on product interdependencies, operational
inefficiencies, and high execution costs (and risks), all of which
would result in further impaired returns and franchise degradation,
as a number of peers have discovered. For example, reducing
our Group RWAs by c. £90 billion between 2014 and 2017 via
Barclays Non-Core cost the Company c. £7.4 billion (c. 8.2% of
RWAs)5.
Having optimised the business, our strategy
has:
●
Improved CIB's RoTE from 5.7% in 2017
to 7.1% in 20186
●
Competed strongly amongst the top tier
of global investment banking. Our Banking franchise was the number
two ranked bank in the UK in 2018 and we were the number one ranked
European bank in the US for the 6th consecutive
year in
2018; and
●
Increased market share in 2018 across
each asset class in our markets business, whilst maintaining a
stable level of RWAs in the business. Our markets business achieved
revenue growth of 12% compared to 5% on average for the
top
five US
investment banks and a 5% decline for European
peers.
While we have made progress, much remains to be done to improve
performance. Further work is needed and will only come through
diligent execution. Mr Bramson does not dispute this and yet does
not offer any alternative other than to suggest the Board
"reconsider its strategy". Sherborne has failed to provide any
details of what a "judicious rebalancing of the CIB strategy" may
entail, nor shown that it has even considered the adverse
consequences identified above.
Mr Bramson's analysis seems to ascribe underperformance in CIB to
the markets business. The Board and management, however, are also
focused on driving returns within our Corporate Banking business,
where opportunity for improvement also exists. We are focused on
improving productivity in the commercial lending book; adding
incremental transactional banking services, which are less
capital-intensive and build more consistent, annuity-like income;
and reducing exposure or exiting relationships where we are not
able to improve returns. This naturally takes time to flow through
to returns, but progress in the CIB is not simply about the markets
business and the Board and management are pursuing improvements in
all areas.
SHERBORNE MISREPRESENTS THE COMPANY'S BALANCE SHEET RISK AND RECENT
PERFORMANCE
That "the Group's parent company senior unsecured credit rating is
notably the weakest among global peers and represents an
increasingly imminent risk to shareholders and that the
announcement of a potential downgrade at some point in the next
market cycle is, Sherborne believes, a very likely catalyst for the
need to raise new capital." - Sherborne Letter
Sherborne has focused solely on the Moody's ratings, omitting the
ratings of Fitch and S&P which are A and BBB respectively for
the holding company, in line with international peers. Further, the
holding company ratings are only relevant for c. 8% of the Group's
overall funding, as the majority of the
Group's funding is in the form of deposits. We also
maintain strong operating company ratings in line with
international peers across all agencies, which are important for
operational funding requirements. We were pleased to see the recent
upgrade to our Fitch rating for our operating companies, which
reflects our strong credit worthiness, as enhanced by our Minimum
Requirements for Own Funds and Eligible Liabilities ("MREL")
funding.
As you would expect, Barclays is focused on improving the Baa3
rating of Moody's for Barclays PLC. However, the current rating is
not driven by the bank's level of capitalisation as Sherborne has
suggested. This is reflected in Moody's most recent credit opinion
for Barclays PLC, published in March 2019, where they express a
positive view on Barclays' capitalisation:
"Our assigned score of a1 for Capital reflects the group's good
regulatory capitalisation: Barclays reported a fully-loaded CRD IV
Common Equity Tier 1 capital (CET1) ratio of 13.2% at end-2018,
slightly above the median of its global peer group. Barclays'
current CET1 ratio is in line with management's target of around
13% and around 150 bps above the end-state Maximum Distributable
Amount (MDA) of 11.7%" -
Moody's, 5 March 2019
In fact, the primary driver of Barclays PLC's
rating is currently statutory profitability. As our
strategy continues to deliver, our future statutory earnings should
increase closer to our underlying earnings, given all material
litigation and conduct charges and restructuring costs are behind
us. We believe continued earnings delivery will position us well to
strengthen the Moody's holding company rating over time.
Indeed, Moody's recently acknowledged Barclays' earnings
improvement:
"Barclays profitability,
to which we assign a score of b1 in our BCA scorecard, although
improving continues to represent the group's key credit
weakness" - Moody's, 5 March 2019
The Board believes that Mr Bramson is intent on a further
restructuring which would significantly impact statutory profit,
which as noted above would be considered a ratings negative and
could lead to downward ratings pressure.
Similarly, it is interesting that Sherborne has chosen to focus on
credit ratings when the rating agency S&P has in fact commented
that Sherborne is unlikely to be additive to our strategy and that
Sherborne's very presence is seen as a ratings negative by
S&P:
"…we would be surprised if the activist investor was able to
contribute to material strategic developments…this relatively
unusual status for a large banking group acts as an additional
constraint on our business position assessment"
- S&P, 21 June
2018
The resilience of Barclays' capital position was reflected in the
results of the Bank of England's 2018 Annual Stress Test
and the PRA's non-objection to capital instrument redemptions in
December 2018.
We passed the Bank of England 2018 stress test and had amongst the
lowest drawdown of major peers, reflecting the strength of our
diversified business model under stress. The Bank of England stated
in the latest stress test report that the 2017 CET1 aggregate
position, the starting point for the 2018 test, was "nearly three
and a half times higher than before the global financial crisis"
and that the stress test demonstrated that the UK banking system is
"resilient to deep simultaneous recessions in the UK and global
economies".
That "Barclays has evolved from a bank into a holding company with
two main banking subsidiaries, Barclays Bank UK PLC and Barclays
Bank PLC." - Sherborne Letter
Sherborne appears to be unaware that Barclays PLC has been a
non-operating holding company since 1985, when Barclays Bank PLC
became the main operating company of the Group. In April 2018,
Barclays established a new entity, Barclays Bank UK PLC, as the
ring-fenced bank in compliance with UK banks' ring-fencing
requirements, creating two main operating subsidiaries from that
point.
In accordance with the regulators' preferred approach, Barclays is
transitioning to a single-point-of-entry resolution
strategy, which requires external loss absorbing debt
(which, together with CET1 capital, comprise the MREL) to be
issued from Barclays PLC, the holding company, rather
than from the operating entities. As such, the
external MREL debt issued by Barclays PLC replaces debt
previously issued by Barclays Bank PLC and is used
to meet regulatory capital and
funding requirements of the operating entities. These
factors also impact other major UK banks following the
implementation of the Bank of England's MREL
policy.
So, whilst the Group has changed the main issuing
entity of its debt, the overall amount of the
Group's debt is largely unchanged. In addition, Sherborne
omits to highlight that the funding profile of the Group has become
more conservative over time, with a reduced reliance on short-term
wholesale funding and an increase in deposits contributing to a
lower loan to deposit ratio for the Group.
That "Barclays PLC itself, however, is in a weaker position than
its subsidiaries, as it has only some £40 billion of its own
eligible shareholders equity and is therefore borrowing the balance
of the £90 billion that it has provided to its subsidiaries.
The risk to shareholders from the resulting parent company gearing
is magnified by the low returns of the CIB, which absorbs the
majority of the Group's capital." - Sherborne
Letter
What Sherborne refers to as "parent company gearing" is actually
debt and equity funding at our holding company, in accordance with
regulatory requirements, which is then passed on ("downstreamed")
to our operating bank subsidiaries. Barclays had £41.1 billion
of CET1 capital as at 31 December 2018 which translated into a CET1
ratio of 13.2%, achieving our CET1 ratio target of c.13%. We then
funded the remainder of the c. £90 billion of MREL via debt,
just as our peers do and as required by regulation. The loss
absorbing debt is downstreamed to the operating subsidiaries to
meet their respective MREL requirements, which reflect their
respective RWAs. As such, this holding company funding mechanism
does not increase risk to shareholders and is not influenced by the
returns profile of the CIB.
That the "return on Group tangible equity of 8.5% was achieved only
because of non-recurring items that, by our estimate, added more
than £700 million to profit before tax for the year" -
Sherborne Letter
Sherborne asserts that Barclays' 2018 profit before tax included
more than £700 million of non-recurring items, however it
provides no detail or explanation as to how it came to that number.
Barclays provides full and accurate disclosure of all material
non-recurring items, whether positive or negative. Within our
results announcements, we highlight material items or other items
of interest we believe are appropriate for investors to have a
better understanding of our financial performance. In 2018, this
included, among other items (both positive and negative),
significant costs for pensions ("Guaranteed Minimum Pensions" or
"GMP") and anticipated economic uncertainty in the UK, and income
from the settlement of receivables relating to the Lehman Brothers
acquisition. We have a stated objective of delivering sustainable
returns above our cost of equity and our return targets convey this
trajectory.
SHERBORNE MISUNDERSTANDS THE DRIVERS OF THE COMPANY'S
VALUATION
That "Barclays' current strategy ... was initiated around the time
when Mr John McFarlane, the current chairperson, was appointed
in 2015 ... uncontrollable factors, such as Brexit, do not account
for Barclays' underperformance." - Sherborne
Letter
The Board and management are dissatisfied with our current share
price performance. Having completed the restructuring of the Group,
we remain focused on the factors we can control, such as investing
in our businesses, allocating capital appropriately, managing costs
and delivering on our operational targets. We believe that
executing on our stated strategy, delivering against our return on
equity targets on a sustainable basis, improving cash returns to
shareholders (which already started with the increased dividend for
the 2018 financial year) and continuing to build tangible book
value should put upward pressure on our share price.
We note that Sherborne's letter contains selective use of data when
referring to our share price, including time periods (Sherborne
uses a time period from 22 April 2015 whereas our Strategy Day was
in March 2016) and peer sets (Sherborne uses different peer sets
throughout its letter. In certain instances it selectively excludes
European investment banks such as UBS, Credit Suisse, BNP Paribas,
Société Générale, and Deutsche
Bank).
While we are not satisfied with our share price performance,
certain macroeconomic and political factors impacting European
banks cannot be ignored. Since our March 2016 strategy day,
Barclays' share price performance and total shareholder return is
towards the median of our peer set7.
The Board remains of the view that the presence of Mr Bramson on
the Board would be detrimental to the Company and result in
significant disruption to Barclays at a time when our focus should
be on executing our strategy and on our plans to improve
performance beyond current levels, allowing for continued increased
returns to shareholders. Therefore, the Directors continue to
recommend unanimously that shareholders VOTE AGAINST the resolution
to appoint Mr Bramson as a Director of the Company, as they intend
to do in respect of their own beneficial holdings.
4 2018 derivative asset
exposures would be £203bn (2017: £217bn) lower than
reported under IFRS if netting were permitted for assets and
liabilities with the same counterparty or for which the Group holds
cash collateral
5 RWA
reduction from 2014-2017 of c. £90 billion as per Barclays'
2017 Annual Report. Losses calculated as the cumulative
attributable losses after tax for Barclays Non-Core Business Unit
from 2014-2017 as per Barclays' 2016 Annual Report and 2017 Annual
Report
6 2017 excludes litigation
and conduct and DTA re-measurement. 2018 excludes litigation and
conduct
7 Peers include BAML, JPM,
MS, GS, Citi, RBS, Lloyds, CS, UBS, SocGen, BNP Paribas, and
Deutsche Bank.
Exhibit
No. 5
Publication of Base Prospectus Supplement
The following base prospectus supplement (the "Prospectus
Supplement") has been approved
by the UK Listing Authority and the International Securities Market
and is available for viewing:
Prospectus Supplement No. 1 dated 26 April 2019 to the Base
Prospectus dated 5 March 2019 for the Barclays PLC
£60,000,000,000 Debt Issuance Programme (the
"Base
Prospectus")
To view the full document, please paste the following URL into the
address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/2948X_1-2019-4-26.pdf
A copy of the above document has been submitted to the National
Storage Mechanism and will shortly be available for inspection
at: http://www.morningstar.co.uk/uk/NSM
For further information, please contact:
Barclays Treasury
1 Churchill Place
Canary Wharf
London E14 5HP
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: You must read
the following before continuing: The following applies to the
Prospectus Supplement available by clicking on the link above, and
you are therefore advised to read this carefully before reading,
accessing or making any other use of the Prospectus Supplement. In
accessing the Prospectus Supplement, you agree to be bound by the
following terms and conditions, including any modifications to
them, any time you receive any information from us as a result of
such access.
THE PROSPECTUS SUPPLEMENT MAY NOT BE FORWARDED OR DISTRIBUTED OTHER
THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER. THE PROSPECTUS SUPPLEMENT MAY ONLY BE DISTRIBUTED
OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS
DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR WITHIN THE UNITED
STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT ("RULE 144A"). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION
OF THE PROSPECTUS SUPPLEMENT IN WHOLE OR IN PART IS PROHIBITED.
FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO. ANY NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE
PROSPECTUS AND THE PROSPECTUS SUPPLEMENT HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. ANY NOTES
ISSUED OR TO BE ISSUED PURSUANT TO THE BASE PROSPECTUS AND THE
PROSPECTUS SUPPLEMENT MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER
THE SECURITIES ACT TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED
INSTITUTIONAL BUYERS (EACH A "QIB") WITHIN THE MEANING OF RULE 144A OR (2) IN AN
OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT.
Please note that the information contained in the Prospectus
Supplement and Base Prospectus referred to above may be addressed
to and/or targeted at persons who are residents of particular
countries (specified in the Base Prospectus) only and is not
intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in the
Prospectus Supplement and/or Base Prospectus is not addressed.
Prior to relying on the information contained in the Prospectus
Supplement and/or the Base Prospectus you must ascertain from the
Base Prospectus whether or not you are part of the intended
addressees of the information contained therein.
Confirmation of your Representation: In order to be eligible to view the
Prospectus Supplement or make an investment decision with respect
to any Notes issued or to be issued pursuant to the Base Prospectus
and the Prospectus Supplement, you must be (i) a person other than
a U.S. person (within the meaning of Regulation S under the
Securities Act); or (ii) a QIB that is acquiring the securities for
its own account or for the account of another QIB. By accessing the
Prospectus Supplement, you shall be deemed to have represented that
you and any customers you represent are not a U.S. person (as
defined in Regulation S to the Securities Act) or that you are a
QIB, and that you consent to delivery of the Prospectus Supplement
and any supplements thereto via electronic
publication.
You are reminded that the Prospectus Supplement has been made
available to you on the basis that you are a person into whose
possession the Prospectus Supplement may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the
Prospectus Supplement to any other person.
The Prospectus Supplement does not constitute, and may not be used
in connection with, an offer or solicitation in any place where
offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a
licensed broker or dealer in that jurisdiction, the offering shall
be deemed to be made by the underwriters or such affiliate on
behalf of the issuer in such jurisdiction. Under no circumstances
shall the Prospectus Supplement constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of any
Notes issued or to be issued pursuant to the Base Prospectus and
the Prospectus Supplement, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The Prospectus Supplement has been made available to you in an
electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of
electronic transmission and consequently none of the issuer, their
advisers nor any person who controls any of them nor any director,
officer, employee nor agent of it or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of
any difference between the Prospectus Supplement made available to
you in electronic format and the hard copy version available to you
on request from the issuer.
Your right to access this service is conditional upon complying
with the above requirement.
Exhibit
No. 6
Publication of Information Memorandum
The following information memorandum has been submitted to the
International Securities Market and is available for
viewing:
Information Memorandum dated 30 April 2019 for the Barclays PLC
A$10,000,000,000 Debt Issuance Programme.
To view the full document, please paste the following URL into the
address bar of your browser.
http://www.rns-pdf.londonstockexchange.com/rns/6445X_1-2019-4-30.pdf
A copy of the above document has been submitted to the National
Storage Mechanism and will shortly be available for inspection
at: http://www.morningstar.co.uk/uk/NSM
For further information, please contact:
Barclays Treasury
1 Churchill Place
Canary Wharf
London E14 5HP
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: You must read
the following before continuing: The following applies to the
Information Memorandum available by clicking on the link above, and
you are therefore advised to read this carefully before reading,
accessing or making any other use of the Information Memorandum. In
accessing the Information Memorandum, you agree to be bound by the
following terms and conditions, including any modifications to
them, any time you receive any information from us as a result of
such access.
THE INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED
OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY
MANNER WHATSOEVER. THE INFORMATION MEMORANDUM MAY ONLY BE
DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S.
PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE INFORMATION MEMORANDUM IN WHOLE
OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS NOTICE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS
OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO. ANY DEBT INSTRUMENTS ISSUED OR TO BE ISSUED PURSUANT TO THE
INFORMATION MEMORANDUM RELATING TO THE BARCLAYS PLC
A$10,000,000,000 DEBT ISSUANCE PROGRAMME (THE "INFORMATION
MEMORANDUM") HAVE NOT BEEN, AND
WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. ANY
DEBT INSTRUMENTS ISSUED OR TO BE ISSUED PURSUANT TO THE INFORMATION
MEMORANDUM MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS
NOT A U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT.
Barclays PLC is not a bank or authorised deposit-taking institution
which is authorised under the Banking Act 1959 of Australia
("Australian
Banking Act"). The Debt
Instruments are not obligations of the Australian Government or any
other government and, in particular, are not guaranteed by the
Commonwealth of Australia. Barclays PLC is not supervised by the
Australian Prudential Regulation Authority. An investment in any
Debt Instrument issued by Barclays PLC will not be covered by the
depositor protection provisions in section 13A of the Australian
Banking Act and will not be covered by the Australian Government's
bank deposit guarantee (also commonly referred to as the Financial
Claims Scheme). Debt Instruments that are offered for issue or sale
or transferred in, or into, Australia are offered only in
circumstances that would not require disclosure to investors under
Parts 6D.2 or 7.9 of the Corporations Act 2001 of Australia and
issued and transferred in compliance with the terms of the
exemption from compliance with section 66 of the Australian Banking
Act that is available to Barclays PLC.
Please note that the information contained in the Information
Memorandum may be addressed to and/or targeted at persons who are
residents of particular countries (specified in the Information
Memorandum) only and is not intended for use and should not be
relied upon by any person outside these countries and/or to whom
the offer contained in the Information Memorandum is not addressed.
Prior to relying on the information contained in the Information
Memorandum you must ascertain from the Information Memorandum
whether or not you are part of the intended addressees of the
information contained therein.
Confirmation of your Representation: In order to be eligible to view the
Information Memorandum or make an investment decision with respect
to any Debt Instruments issued or to be issued pursuant
to the Information Memorandum, you must be a person other than a
U.S. person (within the meaning of Regulation S under the
Securities Act). By accessing the Information Memorandum, you shall
be deemed to have represented that you and any customers you
represent are not a U.S. person (as defined in Regulation S to the
Securities Act) and that you consent to delivery of the Information
Memorandum and any supplements thereto via electronic
publication.
You are reminded that the Information Memorandum has been made
available to you on the basis that you are a person into whose
possession the Information Memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver the
Information Memorandum to any other person.
The Information Memorandum does not constitute, and may not be used
in connection with, an offer or solicitation in any place where
offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a
licensed broker or dealer in that jurisdiction, the offering shall
be deemed to be made by the underwriters or such affiliate on
behalf of the issuer in such jurisdiction. Under no circumstances
shall the Information Memorandum constitute an offer to sell, or
the solicitation of an offer to buy, nor shall there be any sale of
any Debt Instruments issued or to be issued pursuant to
the Information Memorandum, in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
The Information Memorandum has been made available to you in an
electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of
electronic transmission and consequently none of the issuer, their
advisers nor any person who controls any of them nor any director,
officer, employee nor agent of it or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of
any difference between the Information Memorandum made available to
you in electronic format and the hard copy version available to you
on request from the issuer.
Your right to access this service is conditional upon complying
with the above requirement.
Exhibit
No. 7
1 May 2019
Barclays PLC - Total Voting Rights
In accordance with the Financial Conduct Authority's (FCA)
Disclosure Guidance and Transparency Rule 5.6.1R, Barclays PLC
notifies the market that as of 30 April 2019, Barclays PLC's issued
share capital consists of 17,240,956,167 Ordinary shares
with voting rights.
There are no Ordinary shares held in Treasury.
The above figure (17,240,956,167) may be used by shareholders (and
others with notification obligations) as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in,
Barclays PLC under the FCA's Disclosure Guidance and Transparency
Rules.
- Ends -
For further information, please contact:
Investor
Relations
|
Media
Relations
|
Lisa
Bartrip
|
Tom
Hoskin
|
+44 (0)
20 7773 0708
|
+44 (0)
20 7116 6927
|