NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
4 December 2013
Barclays PLC Announces Pricing of Issue of Euro-denominated Additional Tier 1 Securities
Further to the announcement on 14 November 2013 regarding Barclays' issue of $2 billion 8.25% CRD IV qualifying Contingent Convertible Additional Tier 1 ("AT1") securities, Barclays announces that it has priced a further issue of €1 billion 8.0% AT1 securities (the "Euro AT1 Securities"), to be issued on 10 December 2013. This issuance satisfies Barclays' objective of raising up to £2 billion of CRD IV qualifying AT1 securities with a 7% fully loaded CET1 ratio trigger, announced as part of its Leverage Plan on 30 July 2013. The Euro AT1 Securities are expected to be provisionally admitted to trading on the SIX Swiss Exchange from 6 December 2013. Application will be made to the SIX Swiss Exchange for listing of the Euro AT1 Securities.
Adjusted for the £5.8 billion rights issue completed in October 2013 (the "Rights Issue") and £2.1 billion (equivalent) cumulative issuance of CRD IV qualifying AT1 securities (the "AT1 Issues"), Barclays' fully loaded leverage ratio on a CRD IV basis was 3.1% as at 30 September 2013. Reflecting the additional PRA adjustments to CET1 capital of £4.1 billion reported as at 30 June 2013 results in a PRA leverage ratio of 2.8%.
For further information please contact:
Investor Relations Media Relations
Charlie Rozes Giles Croot
+44 (0) 20 7116 5752 +44 (0) 20 7116 6132
This announcement shall not constitute, or form part of, an offer to sell, an invitation to induce an offer or a solicitation of an offer to buy or subscribe for securities, nor shall there be any sale of securities referred to in this announcement, in any jurisdiction in which such offer, invitation, solicitation, or sale would be unlawful.
Notice to United States investors
In the United States, this offering is being made pursuant to the prospectus supplement that Barclays PLC expects to file with the U.S. Securities and Exchange Commission ("SEC") on or about 5 December 2013, a preliminary version of which was filed with the SEC on 2 December 2013. Barclays PLC has also filed a registration statement on Form F-3 (Registration No. 333-173886) containing a base prospectus for the offering to which this announcement relates. Before you invest, you should read the base prospectus in that registration statement, the preliminary prospectus supplement, the prospectus supplement and other documents that Barclays PLC has filed (or will file) with the SEC for more complete information about Barclays PLC and the offering of the Euro AT1 Securities. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov
Alternatively, the issuer or any underwriter participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Barclays at +44 (0)20-7116-1000 or from the United States at 1-888-603-5847.
Notice to United Kingdom investors
Within the United Kingdom, this announcement may only be distributed to, and is only directed at (a) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (b) high net worth entities falling within article 49(2)(a) to (d) of the Order or (c) other persons to whom it may be lawfully communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this document or any of its contents.
Stabilisation/FCA
Appendix 1
Further Information and Reconciliation of Certain Non-IFRS Measures
The unaudited financial information set out below has been prepared to illustrate the effect of the receipt of the net proceeds of the Rights Issue and the AT1 Issues on Barclays' estimated fully loaded CRD IV and PRA leverage ratios as if the net proceeds had been received on 30 September 2013. The adjusted figures in the table below have been prepared for illustrative purposes only and, because of their nature, address a hypothetical situation and do not, therefore, represent the actual financial position or results of Barclays PLC and its consolidated subsidiaries (the "Group") as of 30 September 2013 or any other date.
Estimated CRD IV Leverage Ratio and PRA Leverage Ratio as of 30 September 2013
(£ billion)
|
Q3 13
|
Adjustment for the Rights Issue
|
Adjustment for the AT1 Issues
|
Adjusted for
the Rights
Issue and AT1 Issues
|
Total assets (IFRS balance sheet)
|
1,405
|
5.8
|
2.1
|
1,413
|
CRD IV Leverage Exposure measure adjustments[1]
|
76
|
|
|
76
|
CRD IV Leverage Exposure
|
1,481
|
|
|
1,489
|
CRD IV fully loaded Tier 1 capital
|
37.6
|
5.8
|
2.1
|
45.5
|
CRD IV Leverage Ratio
|
2.5%
|
|
|
3.1%
|
CRD IV fully loaded Tier 1 capital eligible for PRA leverage ratio
|
37.4
|
5.8
|
2.1
|
45.3
|
PRA adjustments to CET1 capital
|
(4.1)
|
|
|
(4.1)
|
PRA adjusted fully loaded Tier 1 capital eligible for PRA leverage ratio
|
33.3
|
5.8
|
2.1
|
41.2
|
PRA leverage ratio
|
2.2%
|
|
|
2.8%
|
|
(1) Rights Issue and AT1 Issues Adjustments
|
The adjustment of £5.823 billion comprises the gross proceeds of the Rights Issue of 3,219,067,868 new ordinary shares at 185 pence per new ordinary share (£5.955 billion) less expenses incurred in connection with the Rights Issue of £0.132 billion (inclusive of VAT). The adjustment of £2.051 billion (equivalent) comprises the gross proceeds of the AT1 Issues of £2.070 billion (equivalent) less expenses expected to be incurred in connection with the AT1 Issues of £0.019 billion (equivalent) (inclusive of VAT).
The net proceeds of £5.823 billion and £2.051 billion (equivalent) are included in the adjustment for the purposes of CRD IV fully loaded Tier 1 capital and Tier 1 capital eligible for the PRA leverage ratio. Further, the net proceeds are also included in CRD IV Leverage Exposure due to the increased amount of cash included on the balance sheet.
|
(2) Basis of Preparation for Regulatory Calculations
|
The financial information set out above is based on the unaudited consolidated financial statements of the Group as of 30 September 2013, prepared in accordance with IFRS, after applying the adjustments set out in the table above.
The key items in the table include unaudited regulatory capital ratios of the Group as of 30 September 2013 as adjusted to reflect the Rights Issue and the AT1 Issues as if such transactions had occurred on 30 September 2013.
No account has been taken of the trading activity or other transactions of the Group which have occurred since 30 September 2013.
The basis of preparation for estimating fully loaded CRD IV and PRA leverage ratios remains as described in the Barclays PLC Interim Management Statement relating to the nine month period ended 30 September 2013 filed with the SEC on Form 6-K on 30 October 2013 (Film No. 131178459) (the "Barclays Q3 Interim Management Statement"). For more information on these regulatory ratios (which are used by management to monitor the Group's capital and leverage position in light of the anticipated implementation of CRD IV and the introduction of the PRA leverage ratio target), including reconciliations to measures that currently apply to the Group under applicable regulatory requirements, see the Barclays Q3 Interim Management Statement.
The final impact of CRD IV is dependent on technical standards to be finalised by the European Banking Authority and on the final UK implementation of the rules. Barclays' interpretation of CRD IV and the basis of calculation of CRD IV measures may be different from those of other institutions.
|
[1] As more fully described in the Barclays Q3 Interim Management Statement (as defined below).
|
Exhibit No. 4
12 December 2013
Barclays PLC - Additional Listing
Barclays PLC (the 'Company') confirms the allotment and issue of 8,363,415 ordinary shares of 25 pence each in the Company (the 'Shares'), at a price of 255.42 pence per Share, to shareholders who are participants in the Company's Scrip Dividend Programme (the 'Programme') for the third interim dividend for the year ending 31 December 2013, which is payable on 13 December 2013. The Shares issued rank equally with existing issued Ordinary Shares.
Application has been made to the Financial Conduct Authority ('FCA') for the Shares to be admitted to the Official List and to the London Stock Exchange for the Shares to be admitted to trading. Dealings in the Shares are expected to commence on 13 December 2013.
In accordance with Listing Rule 9.6.1, copies of the following documents relating to the Programme were submitted to the National Storage Mechanism on 6 June 2013 and are available for inspection at www.Hemscott.com/nsm.do:
|
· Chairman's letter and Q&A document;
|
|
· Terms and Conditions of the Programme; and
|
|
· Scrip Dividend Mandate Form.
|
For further information, please contact:
The Barclays Shareholder Helpline
0871 384 2055*
+44 121 415 7004
|
|
* Calls cost 8p per minute plus network extras. Lines are open 8.30am to 5.30pm UK time, Mondays to Fridays, excluding UK Public Holidays.
Exhibit No. 5
16 December 2013
Barclays PLC
Statement on Results of the 2013 EBA EU-wide Transparency Exercise
Today, Barclays is publishing capital data as at 31 December 2012 and 30 June 2013 as per the European Banking Authority (EBA) definitions used for this EU-wide exercise.
The released EBA templates include details of Barclays' credit risk exposures, risk weighted assets (RWAs) by risk type, securitisation exposures and market risk RWAs, and sovereign exposures by maturity and country/region.
Barclays' GBP and Euro results on the EBA templates (as at 31 December 2012 and 30 June 2013) can be found at www.barclays.com/investorrelations.
-Ends-
For further information please contact:
Investor Relations
|
Media Relations
|
Charlie Rozes
|
Giles Croot
|
+44 (0)207 116 5752
|
+44 (0)207 116 6132
|
16 December 2013
Director/PDMR Shareholding: Disclosure and Transparency Rules 3.1.4R(1)(a)
|
1. The trustees of the Barclays Group (PSP) Employees' Benefit Trust notified Barclays PLC (the "Company") on 13 December 2013 that on 13 December 2013 it had provided ordinary shares of Barclays PLC of nominal value of 25p each (the "Shares") to the Person Discharging Managerial Responsibilities ("PDMR") of the Company as set out in the table below. The Shares are provided to satisfy an award made under the Barclays Group Joiners Share Value Plan. The market price on the date the Shares were released was 255.05 pence per share.
|
PDMR
|
Shares acquired by
PDMR
|
Shares sold on
behalf of PDMR including those to satisfy withholding liabilities
|
Bob Hoyt
|
62,095
|
29,229
|
|
2. The Registrars to Barclays notified the Company on 16 December 2013 that, following the payment of the third interim dividend for the year ending 31 December 2013, the following Director's connected person received on 13 December 2013, ordinary shares in the Company under the Scrip Dividend Programme at a price of £2.5542 per share.
|
Director
|
Number of Shares Received
|
Antony Jenkins
|
71
|
|
3. The Company was notified on 16 December 2013 that, following the payment of the third interim dividend for the year ending 31 December 2013, the following Directors received on 13 December 2013, ordinary shares in the Company under the Scrip Dividend Programme at a price of £2.5542 per share.
|
Director
|
Number of Shares Received
|
Sir David Walker
|
384
|
Frits van Paasschen
|
8 (in form of ADS)*
|
The revised total shareholding for each Director following these transactions is as follows:
Director
|
Beneficial Holding
|
Non-Beneficial Holding
|
Antony Jenkins
|
3,065,675
|
-
|
Sir David Walker
|
98,715
|
-
|
Frits van Paasschen
|
2,508 (in form of ADS)*
|
-
|
*One ADS (American Depositary Share) is equivalent to four ordinary shares of the Company.
-Ends-
For further information please contact:
Investor Relations
|
Media Relations
|
Charlie Rozes
|
Giles Croot
|
+44 (0)207 116 5752
|
+44 (0) 20 7116 4755
|
Exhibit No. 7
17 December 2013
Barclays PLC ("the Company")
Director/PDMR Shareholding: Disclosure and Transparency Rules 3.1.4R(1)(a)
|
1. The Company was notified on 16 December 2013 that, following the reinvestment of the third interim dividend for the year ending 31 December 2013, the following Person Discharging Managerial Responsibilities ("PDMR") received on 13 December 2013, American Depositary Shares (ADS) in the Company at a price of $16.56 per ADS*.
|
PDMR
|
Number of ADS Received
|
Skip McGee
|
7
|
*One ADS is equivalent to four ordinary shares of the Company.
|
2. The Company was notified on 16 December 2013 that, following the payment of the third interim dividend for the year ending 31 December 2013, the following Director received on 16 December 2013, ordinary shares in the Company under the Scrip Dividend Programme at a price of £2.5542 per share.
|
Director
|
Number of Shares Received
|
Diane de Saint Victor
|
10
|
Following this transaction, Diane de Saint Victor has a total beneficial interest in 2,510 ordinary shares in the Company.
-Ends-
For further information please contact:
Investor Relations
|
Media Relations
|
Charlie Rozes
|
Giles Croot
|
+44 (0)207 116 5752
|
+44 (0) 20 7116 4755
|
19 December 2013
Barclays PLC (the "Company")
Director/PDMR shareholding: Disclosure and Transparency Rules 3.1.4R(1)(a)
1. The Barclays ESAS Nominee confirmed to the Company on 19 December 2013 that it had on 16 December 2013 re-invested the third interim dividend for the year ending 31 December 2013 in ordinary shares of the Company at a price of £2.5600 per share for the following Person Discharging Managerial Responsibilities ("PDMR"). The number of shares received is as follows:
PDMR
|
No. of shares received
|
S McGee
|
6,860
|
2. The independent nominee of the Barclays Corporate Nominee Arrangement notified the Company on 19 December 2013 that it had on 16 December 2013 re-invested the third interim dividend for the year ending 31 December 2013 in ordinary shares of the Company at a price of £2.5600 per share for the following PDMRs. The number of shares received is as follows:
PDMR
|
No. of shares received
|
R Le Blanc
|
2,593
|
V Soranno Keating
|
696
|
3. The trustee of the Barclays Group Sharepurchase Plan ("Sharepurchase"), an HM Revenue and Customs approved all employee share plan, notified the Company on 18 December 2013 that, on 17 December 2013 it had acquired, and now held as bare trustee of Sharepurchase, the following ordinary shares in the Company, following the re-investment of the third interim dividend for the year ending 31 December 2013, for the following PDMRs at a price of £2.5679 per share:
PDMR
|
No. of shares received
|
R Le Blanc
A Vaswani
|
2
14
|
4. The trustee of the Global Sharepurchase Plan ("GSP") notified the Company on 19 December 2013 that, following the re-investment of the third interim dividend for the year ending 31 December 2013, it had purchased on 17 December 2013 and now held as a bare trustee of the GSP American Depositary Shares (ADS*) in the Company at a price of $12.97 for the following PDMR:
PDMR
|
No. of ADS received
|
S McGee
|
0.79
|
*One ADS is equivalent to four ordinary shares of the Company.
-Ends-
For further information please contact:
Investor Relations
|
Media Relations
|
Charlie Rozes
|
Giles Croot
|
+44 (0)207 116 5752
|
+44 (0) 20 7116 4755
|
Exhibit No. 9
Publication of Supplement
The following supplementary prospectus has been approved by the UK Listing Authority and is available for viewing:
COMBINED SUPPLEMENT 2/2013 dated 23 December 2013 (the "Supplement ") to the following base prospectuses (each a " Base Prospectus "and together, the "Base Prospectuses"):
1) GSSP Base Prospectus 1;
|
2) iPath®S&P GSCI® Base Prospectus;
|
3) iPath® DJ-UBS Base Prospectus;
|
4) GSSP Base Prospectus 5;
|
5) GSSP Base Prospectus 2;
|
6) GSSP Base Prospectus 7;
|
7) GSSP Base Prospectus 3;
|
8) iPath® S&P 500 VIX Base Prospectus;
|
9) iPath® VSTOXX® Mid-Term Base Prospectus; and
|
To view the full document, please paste the following URL into the address bar of your browser.
http://group.barclays.com/Satellite?blobcol=urldata&blobheader=application%2Fpdf&blobheadername1=Content-Disposition&blobheadername2=MDT-Type&blobheadervalue1=inline%3B+filename%3DSupplement-No3-dated-23-Dec-2013-UKLA-approved-Prospectuses-PDF-155-KB.pdf&blobheadervalue2=abinary%3B+charset%3DUTF-8&blobkey=id&blobtable=MungoBlobs&blobwhere=1330705495188&ssbinary=true
A copy of the above document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.Hemscott.com/nsm.do
For further information, please contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Supplement available by clicking on the link above, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Supplement, or any Base Prospectus to which the Supplement relates.
NEITHER THE SUPPLEMENT NOR ANY BASE PROSPECTUS MAY BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE SUPPLEMENT AND EACH BASE PROSPECTUS 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"). 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 OR IN THE SUPPLEMENT OR ANY BASE PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH OFFERS OR SOLICITATIONS ARE NOT PERMITTED BY LAW. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
Please note that the information contained in the Supplement and each Base Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (as specified in each 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 any offer of Securities is not addressed. Prior to relying on the information contained in the Supplement and any Base Prospectus you must ascertain 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 Supplement and any Base Prospectus or make an investment decision with respect to the Securities, you must be a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) and by accessing the Supplement and any Base Prospectus you shall be deemed to have represented that (i) you and any customers you represent are not U.S. persons (as defined in Regulation S to the Securities Act) and (ii) you consent to delivery of the Supplement and Base Prospectus and any amendments or supplements thereto via electronic transmission.
You are reminded that the Supplement has been made available to you on the basis that you are a person into whose possession the Supplement and any Base Prospectus to which it relates 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 Supplement or any Base Prospectus, electronically or otherwise, to any other person.
The 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, its 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 Supplement made available to you in electronic format and the hard copy versions available to you on request from the Issuer.
Exhibit No. 10
Publication of Supplement
The following supplementary prospectus has been approved by the Commission de Surveillance du Secteur Financier in its capacity as competent authority in the Grand Duchy of Luxembourg and is available for viewing:
COMBINED SUPPLEMENT 2/2013 dated 23 December 2013 (the "Supplement ") to the following base prospectuses (each a "Base Prospectus" and together, the "Base Prospectuses"):
1) GSSP Base Prospectus 4;
|
2) GSSP Base Prospectus 6;
|
3) GSSP Base Prospectus 9;
|
4) GSSP Base Prospectus 10;
|
5) GSSP Base Prospectus 11;
|
6) GSSP Base Prospectus 15.
|
To view the full document, please paste the following URL into the address bar of your browser.
http://group.barclays.com/Satellite?blobcol=urldata&blobheader=application%2Fpdf&blobheadername1=Content-Disposition&blobheadername2=MDT-Type&blobheadervalue1=inline%3B+filename%3DSupplement-No3-dated-23-Dec-2013-UKLA-approved-Prospectuses-PDF-155-KB.pdf&blobheadervalue2=abinary%3B+charset%3DUTF-8&blobkey=id&blobtable=MungoBlobs&blobwhere=1330705495219&ssbinary=true
A copy of the above document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.Hemscott.com/nsm.do
For further information, please contact
Barclays Bank PLC
Registered Office
1 Churchill Place
London E14 5HP
United Kingdom
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: The following disclaimer applies to the Supplement available by clicking on the link above, and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the Supplement, or any Base Prospectus to which the Supplement relates.
NEITHER THE SUPPLEMENT NOR ANY BASE PROSPECTUS MAY BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE SUPPLEMENT AND EACH BASE PROSPECTUS 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 "). 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 OR IN THE SUPPLEMENT OR ANY BASE PROSPECTUS CONSTITUTES AN OFFER OF THE SECURITIES FOR SALE IN ANY JURISDICTION WHERE SUCH OFFERS OR SOLICITATIONS ARE NOT PERMITTED BY LAW. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
Please note that the information contained in the Supplement and each Base Prospectus may be addressed to and/or targeted at persons who are residents of particular countries (as specified in each 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 any offer of Securities is not addressed. Prior to relying on the information contained in the Supplement and any Base Prospectus you must ascertain 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 Supplement and any Base Prospectus or make an investment decision with respect to the Securities, you must be a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) and by accessing the Supplement and any Base Prospectus you shall be deemed to have represented that (i) you and any customers you represent are not U.S. persons (as defined in Regulation S to the Securities Act) and (ii) you consent to delivery of the Supplement and Base Prospectus and any amendments or supplements thereto via electronic transmission.
You are reminded that the Supplement has been made available to you on the basis that you are a person into whose possession the Supplement and any Base Prospectus to which it relates 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 Supplement or any Base Prospectus, electronically or otherwise, to any other person.
The 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, its 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 Supplement made available to you in electronic format and the hard copy versions available to you on request from the Issuer.